MESSAGE (ENGLISH VERSION)
Signing by People Can Fly Canada Inc. of the credit facilities agreement
and related security documentsThe Management Board of PCF
Group S.A. with its registered office in Warsaw (the “Company”) hereby
informs that on 24 May 2023 the Company’s subsidiary, People Can Fly
Canada Inc. with its registered office in Montreal, Canada (“PCF
Canada”) as a borrower signed with Bank of Montreal as the lender the
Offer of Financing (the “Loan Agreement”) regarding granting PCF Canada
two demand revolving facilities: (1) a credit facility in the maximum
amount of 1,200,000 Canadian dollars to finance working capital and
general corporate requirements of PCF Canada and (2) a credit facility
in the maximum amount of 8,000,000 Canadian dollars to finance
interactive tax credits earned in Canada (jointly “Credit Facilities”).
The availability of the Credit Facilities is subject to the fulfillment
of standard conditions precedent in transactions of this type, i.e.
providing the Bank with specific documents and certificates, excerpts
from the registers, legal opinions and establishing security for the
Bank’s receivables under the Loan Agreement.
Securities will be established in accordance with Canadian law and will
include, among others: (1) a guarantee by the parent company, (2) a
first-ranking general security agreement on the entire movable property
of PCF Canada, (3) first-rank hypothec in the amount of 11,040,000
Canadian dollars on the entire movable property of PCF Canada, (4)
subordination of the repayment of corporate loans granted by the parent
company, (5) denote the Bank as an additional insured under the
insurance policies held by PCF Canada.
On 24 May 2023, the Company has established for the benefit of the Bank
of an unsecured guarantee limited to CAD 9,200,000 Canadian dollars to
secure Bank’s receivables from PCF Canada under the Loan Agreement and
the established security.
Both Credit Facilities shall be repayable on demand and shall be renewed
on an annual basis, on terms agreed by the parties.
The interest rate for each interest period is the annual interest rate,
which is the sum of the agreed margin and the base rate (Canadian Prime
Rate). The set-up fee for making the Credit Facilities available was
determined on market terms typical for this type of financial
instruments.
PCF Canada has certain information obligations towards the Bank
concerning, among others, providing information on financial statements
and other material events. The Loan Agreement also provides for a
standard scope of covenants, e.g. restrictions on changes in the core
business or the conditions for incurring new financial debt. In the
event of breaches of the Loan Agreement, the Bank is entitled to the
standard scope of remedies, including, among others, a right to
terminate the Loan Agreement or withhold financing.
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