Opening of a loan taken out by the Company in Bank Millennium S.A.
Current Report No. 9/2019
Date: 18 April 2019
Legal basis: Article 17(1) of MAR – inside information
The Management Board of Medicalgorithmics S.A. (the “Company”) notifies that a working capital loan which was taken out by the Company in Bank Millennium S.A. (the “Bank”), in the amount of PLN 19,000,000.00 (in words: nineteen million zlotys) (the “Loan”) was opened on 18 April 2019.
The Loan was taken out to partially finance redemption of series A bearer bonds issued by the Company in 2016 (the “Bonds”). The deadline for redemption of the Bonds falls on 21 April 2019. The Company will finance the remaining portion of the Bond redemption amount, i.e. PLN 31,000,000.00 (in words: thirty-one million zlotys) from own funds.
Pursuant to the concluded loan agreement, the Loan shall be repaid in 24 monthly instalments, with the final repayment date falling on 11 April 2021. The interest rate shall be the sum of the WIBOR 3M reference rate and the Bank’s margin.
The loan was opened after the Company complied with all terms and conditions for opening the Loan stipulated in the loan agreement on 18 April 2019, including establishment of the following collaterals:
- registered pledge and a block with ordinary pledge as a temporary collateral on the Company’s bearer shares held by the President of the Management Board, Mr Marek Dziubiński, labelled with the following code: PLMDCLG00015, numbering 400,000 (four hundred thousand) (the “Pledge”);
- notarial declaration of Mr Marek Dziubiński about submission, for the benefit of the Bank, to the rigour of enforcement pursuant to Article 777 §1 item 6 of the Code of Civil Procedure from the property encumbered with the Pledge in order to satisfy the monetary receivable due to the Bank pursuant to the Agreement, up to the maximum amount of PLN 30,400,000.00 (in words: thirty million four hundred thousand zlotys) (the “Declaration”);
- notarial declaration of the Company about submission, for the benefit of the Bank, to the rigour of enforcement pursuant to Article 777 §1 item 5 of the Code of Civil Procedure from the entirety of property with regard to fulfilment of the obligation to pay the Bank any sums of cash due to the liabilities arising from the Agreement, up to the maximum amount of PLN 30,400,000.00 (in words: thirty million four hundred thousand zlotys).
Moreover, pursuant to the agreement of 18 April 2019, concluded by and between the Company, represented by the Company’s Supervisory Board, and the President of the Management Board, Mr Marek Dziubiński, the Company has made a commitment that, in the case of possible dismissal of Mr Marek Dziubiński from the position of a Member of the Management Board of the Company or failure to appoint him Member of the Management Board for the next term (the “Event”), the Company shall ensure that Mr Marek Dziubiński shall be released by the Bank from any liability with his personal assets arising from the established Pledge and submitted Declaration. The Company should fulfil the foregoing commitment within 6 (six) months of the date of the Event.