Narrative
Full Description
Project narrative
On January 14, 2019, the Poland Branch of the Bank of China (Europe) S.A. (BOC (Europe)) entered into a €12,000,000 EUR senior facility agreement with BIOTON S.A. — a Poland-incorporated biotechnology company specializing in drug development and manufacturing headquartered in Macierzysz and listed on the Warsaw Stock Exchange — for refinancing and general operational purposes. The loan facility carried a maturity period of four years from the first date of disbursement (ultimately a final maturity date of January 2023), with a quarterly repayment schedule, and an interest rate of 3-month EURIBOR plus a margin. The loan was secured by (i.e. collateralized against) a financial and registered pledge on BIOTON's shares, in the amount of 4,293,210, which constitutes 5% of BIOTON's shares held by UniApek S.A.; a joint contractual mortgage with the highest priority of satisfaction up to the amount of €18,000,000 EUR; a financial and registered pledge on shares in Bioton Marketing Agency Sp. z oo and Biolek Sp. z oo; a developed real estate property, the perpetual usufructuary of which is BIOTON, located in Macierzysz, Ożarów Mazowiecki commune, Masovian Voivodeship, consisting of land plots marked with cadastral numbers 4/97, 4/94, 4/93, 4/91, 4/95, 4/90 and 4/99, with a total area of 3.6700 hectares, for which the District Court in Pruszków, 6th Land and Mortgage Register Division, maintains land and mortgage register no. WA1P/00112477/9; and developed real estate, of which BIOTON is the perpetual usufructuary, located in Macierzysz, Ożarów Mazowiecki commune, Mazovian Voivodeship, consisting of land plots designated with cadastral numbers 4/87 and 4/88, with a total area of 771.0000 m2, for which the District Court in Pruszków, 6th Land and Mortgage Register Division, maintains land and mortgage register no. WA1P/00112475/5; a financial and registered pledge on BIOTON's bank accounts maintained by BOC (Europe); power of attorney in favor of BOC (Europe) to the BIOTON's bank accounts maintained by BOC (Europe); a blockade on BIOTON's bank accounts maintained by BOC (Europe); a registered pledge, with the highest priority, on selected fixed assets (i.e. the production line and other equipment with a value of zł22,624,730 PLN) together with the assignment of rights under the insurance policy currently serving as security with ING Bank Śląski S.A.; a registered pledge, with the highest priority, on movable assets (i.e. part of insulin stocks in the amount of 50 kilograms) together with the assignment of rights under the insurance policy; assignment to secure rights and receivables to which BIOTON is entitled under insurance agreements concerning assets on which BIOTON would establish security in favor of BOC (Europe); and declaration (of BIOTON S.A., BIOTON MARKETING AGENCY Sp. z o. o., BIOLEK Sp. z o. o., and UniApek S.A.) on submission to enforcement in accordance with Art. 777 of the Code of Civil Procedure. BIOTON Marketing Agency Sp. z o. o. and BIOLEK Sp. z o. o. provided a corporate guarantee and a guarantee of up to €9,000,000 EUR for the timely performance by BIOTON of all obligations resulting from credit agreement. The borrower and guarantors agreed to not pay dividends, receivables, remuneration or other payments to shareholders without BOC (Europe)'s consent; not incur or create financial liabilities (e.g. credit, loan, guarantee) other than those provided for in the credit agreement. The proceeds were used by the borrower to refinance the entire debt from ING Bank Śląski Spółka Akcyjna and finance the general operational needs of the borrower. As of June 30, 2019, the loan had an outstanding balance of zł48,256,000 PLN. On August 7, 2019, BOC (Europe) entered into an amendment agreement with BIOTON for loan. On April 22, 2020, July 21, 2020, October 22, 2020, January 21, 2021, and July 22, 2021 BOC (Europe) entered into consent letters with BOTON to change the schedule of payment of the loan instalment amount to a special use account (DSRA) in the period from April 23, 2020 to June 23, 2020, then from July 21, 2020 to September 24, 2020, then from April 23, 2020 to December 31, 2020, then from January 22, 2021 to March 23, 2021, and then from July 23, 2021 to September 23, 2021, allowing the company to maintain some level of available cash. On August 26, 2022, BIOTON made an early repayment of the entire remaining debt in the total amount of €1,804,632.50 EUR under the BOC (Europe) loan via a zł15,000,000 PLN loan agreement with BNP Paribas Bank Polska S.A..