With reference to current report no 29/2010 dated June 21st, 2010 on establishment of collaterals in connection with the Agreement on refinancing the debt of the Ciech Group referred to in current report no 16/2010 dated April 26th, 2010 (“Loan”), and the agreement between the creditors referred to in current report no 21/2010 dated May 18th, 2010, the Management Board of Ciech SA with its registered office in Warsaw ("Issuer", "Ciech SA"), pursuant to § 5 (1) (1) of the Ordinance of the Minister of Finance of February 19th, 2009 on current and periodic information published by issuers of securities and the conditions of considering as equivalent of information required by the laws of a country not being a member state, informs that on October 18th, 2010 it was notified of establishment of joint capped mortgages on the following assets owned by subsidiary of Ciech SA, Zakłady Chemiczne Zachem SA:
- right of perpetual usufruct of land:
- comprising plots of land with the total area of 444.7652 ha (four hundred forty four hectares seven thousand six hundred and fifty two square meters), situated in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of buildings located thereon, entered in land and mortgage register no BY1B/00063606/4 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.1165 ha (one thousand one hundred and sixty five square meters), situated in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00095704/4 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 4.3132 ha (four hectares three thousand one hundred and thirty two square meters), situated at ul. Toruńska in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00015133/6 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.4912 ha (four thousand nine hundred and twelve square meters), situated in Łęgnowo, Bydgoszcz district, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00035041/0 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 1.2418 ha (one hectare two thousand four hundred and eigteen square meters), situated in Plątnowo, Bydgoszcz district, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00042751/2 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.1203 ha (one thousand two hundred and three square meters), situated at ul. Pałczyńska 2 (two) in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00058465/5 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.4292 ha (four thousand two hundred and ninety two square meters), situated at ul. Dąbrowa in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00078130/4 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.1910 ha (one thousand nine hundred and ten square meters), situated at ul. Wojska Polskiego in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00082451/1 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.3565 ha (three thousand five hundred and sixty five square meters), situated at ul. Wojska Polskiego in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00082452/8 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plots of land with the area of 4.9805 ha (four hectares nine thousand eight hundred and five square meters), situated in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00088911/6 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.3903 ha (three thousand nine hundred and three square meters), situated at ul. Hutnicza in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00091275/9 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- comprising plot of land with the area of 0.7863 ha (seven thousand eight hundred and sixty three square meters), situated at ul. Hutnicza in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00082456/6 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- right of joint perpetual usufruct of land:
- share of 1015/1625 (one thousand and fifteen slash one thousand six hundred and twenty five) – being plot of land number 7/33 (seven slash thirty tree) with the area of 0.0948 ha (nine hundred and forty eight square meters), situated at ul. Wojska Polskiego in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00070791/9 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- share of 595/12489 (five hundred and ninety five slash twelve thousand four hundred and eighty nine) – being plot of land number 1/17 (one slash seventeen)
with the area of 0.2775 ha (two thousand seven hundred and seventy five square meters), situated at ul. Hutnicza in Bydgoszcz, Kujawsko-Pomorskie Province and ownership of the building located thereon, entered in land and mortgage register no BY1B/00082455/9 maintained by the District Court in Bydgoszcz, 10th Land and Mortgage Register Division;
- share of 1/4 (one fourth) of plot of land number 1103 (one thousand one hundred and three) situated in Swarzędz, Swarzędz district, Poznań poviat, Wielkopolskie province, entered in land and mortgage register no PO2P/00132556/7 maintained by the District Court Poznań-Stare Miasto in Poznań, 6th Land and Mortgage Register Division.
Joint capped mortgages have been established on the aforementioned plots of land in favour of the following banks (separate joint capped mortgage in favour of each bank):
- ING Bank Śląski S.A.:
a) up to the highest sum of PLN 69,893,902.49 (sixty nine million eight hundred ninety three thousand nine hundred and two zloty forty nine grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under tranche A of the Loan (hereinafter, “Loan A”) in PLN (Mortgage – Claim under Guarantee of ING 2/1),
b) up to the highest sum of PLN 37,635,178.26 (thirty seven million six hundred thirty five thousand one hundred and seventy eight zloty twenty six grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under tranche C of the Loan (hereinafter, “Loan C”) (Mortgage – Claim under Guarantee of ING 2/2),
c) up to the highest sum of PLN 69,893,902.49 (sixty nine million eight hundred ninety three thousand nine hundred and two zloty forty nine grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under tranche B of the Loan (hereinafter, “Loan B”) (Mortgage – Claim under Guarantee of ING 2/3),
d) up to the highest sum of PLN 69,893,902.49 (sixty nine million eight hundred ninety three thousand nine hundred and two zloty forty nine grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Release from Liability (Mortgage – Claim under Guarantee of ING 2/4).
- Bank Handlowy w Warszawie S.A.:
a) up to the highest sum of PLN 84,855,184.26 (eighty four million eight hundred fifty five thousand one hundred and eighty four zloty twenty six grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of BH 2/1),
b) up to the highest sum of PLN 32,558,831.52 (thirty two million five hundred fifty eight thousand eight hundred and thirty one zloty fifty two grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan C (Mortgage – Claim under Guarantee of BH 2/2),
c) up to the highest sum of PLN 52,151,604.17 (fifty two million one hundred fifty one thousand six hundred and four zloty seventeen grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan B (Mortgage – Claim under Guarantee of BH 2/3),
d) up to the highest sum of PLN 52,151,604.17 (fifty two million one hundred fifty one thousand six hundred and four zloty seventeen grosz) as collateral for the claims on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Release from Liability (Mortgage – Claim under Guarantee of BH 2/4),
e) up to the highest sum of EUR 6,989,390.25 (six million nine hundred eighty nine thousand three hundred and ninety euro twenty five cent) on account of guarantee for repayment of liabilities of Govora S.A. under Loan A – Govora (Mortgage – Claim under Guarantee of BH 2/5).
- Bank Polska Kasa Opieki S.A.:
a) up to the highest sum of PLN 122,257,725.51 (one hundred twenty two million two hundred fifty seven thousand seven hundred and twenty five zloty fifty one grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of Pekao 2/1),
b) up to the highest sum of EUR 430,116.32 (four hundred thirty thousand one hundred and sixteen euro thirty two cent) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in EUR (Mortgage – Claim under Guarantee of Pekao 2/2),
c) up to the highest sum of PLN 49,414,989.06 (forty nine million four hundred fourteen thousand nine hundred and eighty nine zloty six grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan B (Mortgage – Claim under Guarantee of Pekao 2/3),
d) up to the highest sum of PLN 49,414,989.06 (forty nine million four hundred fourteen thousand nine hundred and eighty nine zloty six grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Release from Liability (Mortgage – Claim under Guarantee of Pekao 2/4),
e) up to the highest sum of EUR 6,294,273.35 (six million two hundred ninety four thousand two hundred and seventy three euro thirty five cents) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Additional Recourse Claim (Mortgage – Claim under Guarantee of Pekao 2/5).
- Bank Powszechna Kasa Oszczędności Bank Polski S.A.):
a) up to the highest sum of PLN 95,804,952.32 (ninety five million eight hundred four thousand nine hundred and fifty two zloty thirty two grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of PKO BP 2/1),
b) up to the highest sum of PLN 88,442,668.92 (eighty eight million four hundred forty two thousand six hundred and sixty eight zloty ninety two grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan B (Mortgage – Claim under Guarantee of PKO BP 2/2),
c) up to the highest sum of PLN 26,882,270.19 (twenty six million eight hundred eighty two thousand two hundred and seventy zloty nineteen grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under tranche D of the Loan (hereinafter, “Loan D”) (Mortgage – Claim under Guarantee of PKO BP 2/3),
d) up to the highest sum of PLN 88,442,668.92 (eighty eight million four hundred forty two thousand six hundred and sixty eight zloty ninety two grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Release from Liability (Mortgage – Claim under Guarantee of PKO BP 2/4).
- BRE Bank S.A.: :
a) up to the highest sum of PLN 47,019,034.15 (forty seven million nineteen thousand and thirty four zloty fifteen grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of BRE 2/1),
b) up to the highest sum of EUR 537,645.40 (five hundred thirty seven thousand six hundred and forty five euro forty cent) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in EUR (Mortgage – Claim under Guarantee of BRE 2/2).
c) up to the highest sum of USD 268,822.70 (two hundred sixty eight thousand eight hundred and twenty two dollar seventy cent) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in USD (Mortgage – Claim under Guarantee of BRE 2/3),
d) up to the highest sum of PLN 45,166,590.89 (forty five million one hundred sixty six thousand five hundred and ninety zloty eighty nine grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan B (Mortgage – Claim under Guarantee of BRE 2/4),
e) up to the highest sum of PLN 26,882,270.19 (twenty six million eight hundred eighty two thousand two hundred and seventy zloty nineteen grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan D (Mortgage – Claim under Guarantee of BRE 2/5),
f) up to the highest sum of PLN 45,166,590.89 (forty five million one hundred sixty six thousand five hundred and ninety zloty eighty nine grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Recourse Claim (Mortgage – Claim under Guarantee of BRE 2/6),
g) up to the highest sum of PLN 45,166,590.89 (forty five million one hundred sixty six thousand five hundred and ninety zloty eighty nine grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Release from Liability (Mortgage – Claim under Guarantee of BRE 2/7).
- Bank Millennium S.A. joint capped mortgage up to the highest sum of PLN 76,322,817.19 (seventy six million three hundred twenty two thousand eight hundred and seventeen zloty nineteen grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of Millennium 2/1).
- in favour of DnB NORD Polska S.A. up to the highest sum of PLN 26,882,270.19 (twenty six million eight hundred eighty two thousand two hundred and seventy zloty nineteen grosz) on account of guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in PLN (Mortgage – Claim under Guarantee of DnB 2/1).
Each of the aforementioned mortgages has equal and the highest priority and higher priority than the following mortgages to be established in favour of:
a) BNP Paribas S.A. in order to secure its claims under the loan agreement dated June 14th, 2010, pursuant to which the debt under the loan agreement dated June 27th, 2008 as amended between BNP Paribas S.A., Branch in Poland and “Ciech” S.A. is to be partially refinanced;
b) Credit Agricole Corporate and Investment Bank S.A. Branch in Poland in order to secure its claims under the loan agreement dated June 14th, 2010, pursuant to which the debt under the loan agreement dated July 14th, 2008 as amended between Calyon S.A., Branch in Poland and “Ciech” S.A. is to be partially refinanced;
c) Fortis Bank Polska S.A. with its registered office in Warsaw in order to secure its claims under the loan agreement dated June 11th, 2010, pursuant to which the debt under multi-purpose credit line agreement no WAR/3010/06/346/CB dated September 15th, 2006 as amended entered into between Fortis SA. and Ciech S.A. is to be partially refinanced.
and in favour of Credit Agricole Corporate and Investment Bank S.A. Branch in Poland, capped mortgage up to the highest sum of EUR 1,610,825.99 (one million six hundred ten thousand eight hundred and twenty five euro ninety nine cent) as collateral for the bank’s claims against Zakłady Chemiczne Zachem Spółka Akcyjna with its registered office in Bydgoszcz on account of its liabilities arising from guarantee for repayment of liabilities of “Ciech” S.A. with its registered office in Warsaw under Fixed-Term Loan
with equal priority as mortgages established in favour of:
(i) Fortis Bank Polska S.A. with its registered office in Warsaw in order to secure its claims under the loan agreement dated June 11th, 2010, pursuant to which the debt under multi-purpose credit line agreement no WAR/3010/06/346/CB dated September 15th, 2006 as amended entered into between Fortis SA. and Ciech S.A. is to be partially refinanced;
(ii) BNP Paribas S.A. in order to secure its claims under the loan agreement dated June 14th, 2010, pursuant to which the debt under the loan agreement dated June 27th, 2008 as amended between BNP Paribas S.A., Branch in Poland and “Ciech” S.A. is to be partially refinanced;
but with lower priority than the mortgages established in favour of ING Bank Śląski S.A., Bank Handlowy w Warszawie S.A., Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., BRE Bank S.A., Bank Millennium S.A., DnB Nord Polska S.A..
The total net value of the assets on which joint capped mortgages have been established accounts for approximately PLN 105 594 thousand.
The assets are considered assets of significant value since their value exceeds 10% of the Issuer’s equity.
There are no connections between people supervising and managing the Issuer and the banks in favour of which the collaterals have been established.
Establishment of joint capped mortgages results from the Agreement on refinancing the debt of the Ciech Group dated April 26th, 2010 and the Agreement between the creditors dated May 17th, 2010, and from execution of the documents notified by the Management Board of Ciech S.A. in current report number 29/2010 dated June 21st, 2010.
Signatures of the Company’s Representatives : Andrzej Bąbaś – Member of the Management Board