ICBC (Europe) Poland Branch contributes to a €93.93 million EUR syndicated loan to MLP Group for refinancing and working capital purposes

Project narrative

On May 9, 2019, a syndicate of three banks — the Poland Branch of Industrial and Commercial Bank of China (Europe) S.A. (ICBC (Europe)), ING Bank Śląski S.A., and Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (PKOP) — entered into a €93,930,000.00 EUR (zł403,682,961.00 PLN) syndicated credit facility agreement with MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o., and MLP Pruszków IV Sp. z o.o. — Poland-incorporated wholly-owned subsidiaries of MLP Group S.A., a real estate company that owns logistics parks and is headquartered in Pruszków and listed on the Warsaw Stock Exchange that was majority-owned (56.90% stake) by Netherlands-incorporated Cajamarca Holland B.V., jointly owned by Netherlands-incorporated MIRO B.V., a vehicle for Israeli-born business and MLP executive Michael Shapiro (25%) and by Israeli-incorporated private company R.R.N Holdings and Investments Ltd. (75.00% stake), 66.67% owned by The Israel Land Development Company Ltd. (ILDC), which was also the wholly-owned parent of Cyprus-incorporated TheSinger Limited, which held 9.78% of MLP — for refinancing and general corporate purposes. The facility carried a maturity period of six years and a principal repayment profile of equal installments and a variable interest rate based on 3-month EURIBOR plus a margin. The facility included an arrangement fee and administration charge. The loan was secured by (i.e. collateralized against) mortgages over properties owned by the borrowers with MLP Pruszków I pledging land register numbers WA1P/00036973/9, WA1P/00038590/4, WA1P/00038589/4, WA1P/00038595/9, WA1P/00038591/1, WA1P/00038596/6, WA1P/00038593/5, MLP Pruszków III pledging land register numbers WA1P/00079808/5 and WA1P/00101970/5, and MLP Pruszków IV WA1P/00111450/7 in a joint contractual mortgage dated May 9, 2019 worth €140,895,000 EUR, with a further €3,386,000 to ING Bank, €2,818,000 EUR to PKOP, and €2,250,000 EUR to the Luxembourg Branch of ICBC, and with ING Bank Śląski as mortgage administrator; pledges over shares in the borrowers; declarations by the Borrowers and pledgees on voluntary submission to enforcement under Art. 777 of the Code of Civil Procedure; power of attorney over all accounts of each of the borrowers and power to issue instructions to block the accounts; declaration on voluntary submission to enforcement by each borrower; loan subordination agreement; assignment of rights under insurance policies; assignment of rights under assignment agreement; assignment of rights under each borrower’s lease contracts; assignment of rights under guarantees provided by each borrower’s tenants; assignment of rights under subordinated loans; and assignment of rights under each borrower’s future debt claims. The proceeds were to be used by the borrowers to refinance their existing bank borrowings, and to fund MLP Group S.A.’s projects. Record ID#108859 captures ICBC (Europe)'s contribution. On June 2, 2022, the three lenders entered into an amendment agreement with the three borrowers, in which a top-up tranche of €13,000,000 EUR was added (retaining the same dates as the result of the loan) and the amounts of the following security interests were increased: the amounts enforceable under the statements of voluntary submission to enforcement by the borrowers were increased and the amounts enforceable under the statements of voluntary submission to enforcement by all the shareholders in the borrowers were increased. Record ID#108861 captures ICBC (Europe)'s contribution to this up-sizing.