Establishment of mortgages on assets of significant value in connection with the Loan Agreement

Current report no : 59/2010

Report date : 10/21/2010
Abbreviated name : Ciech SA
Subject : Establishment of mortgages on assets of significant value in connection with the Loan Agreement
Legal basis : Art. 56 (1) (2) of the Public offering act – current and periodic information

Report :

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 21st, 2010 it was notified of establishment of joint capped mortgages on the following assets owned by subsidiary of Ciech SA, Gdańskie Zakłady Nawozów Fosforowych “Fosfory” Sp. z o.o.:

right of perpetual usufruct of land situated at Kanał Kaszubski street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, entered in land and mortgage register no GD1G/00000036/4 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, entered in land and mortgage register no GD1G/00071878/6 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Chemików street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the devices located thereon, entered in land and mortgage register no GD1G/00106235/2 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Kujawska street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province, entered in land and mortgage register no GD1G/00063657/2 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Kujawska street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, which are entered in land and mortgage register no GD1G/00060410/8 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Kujawska street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the building located thereon, which are entered in land and mortgage register no GD1G/00071229/2 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Ku Ujściu street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the building located thereon, which are entered in land and mortgage register no GD1G/00060385/3 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Ku Ujściu, Kanał Kaszubski, Chemików and Kujawska streets in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings and devices located thereon, which are entered in land and mortgage register no GD1G/00097755/6 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Ku Ujściu street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the building located thereon, which are entered in land and mortgage register no GD1G/00116252/0 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land located in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, which are entered in land and mortgage register no GD1G/00067051/2 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, which are entered in land and mortgage register no GD1G/00121054/0 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00000782/8 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00000787/3 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00019502/8 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00011917/4 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00013171/6 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00033936/3 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Ku Ujściu street in Gdańsk, Gdańsk district, Gdańsk poviat, Pomorskie Province and ownership of the buildings located thereon, which are entered in land and mortgage register no GD1G/00040476/2 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated in the town of Wiślinka, Pruszcz Gdański district, Gdańsk poviat, Pomorskie Province entered in land and mortgage register no GD1G/00119947/0 maintained by the District Court Gdańsk-Północ in Gdańsk, 3rd Land and Mortgage Register Division;
right of perpetual usufruct of land situated at Kolejowa street, in the town of Gronowo Elbląskie, Elbląg poviat, Warmińsko-Mazurskie Province, entered in land and mortgage register no EL1E/00061712/2 maintained by the District in Elbląg, 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.:

up to the highest sum of PLN 12,172,176.94 (twelve million one hundred seventy two thousand one hundred and seventy six zloty ninety four 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 ING 7/1);
up to the highest sum of PLN 6,554,249.12 (six million five hundred fifty four thousand two hundred and forty nine zloty twelve 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 ING 7/2);
up to the highest sum of PLN 12,172,176.94 (twelve million one hundred seventy two thousand one hundred and seventy six zloty ninety four 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 in PLN (Mortgage – Claim under Guarantee of ING 7/3);
up to the highest sum of PLN 12,172,176.94 (twelve million one hundred seventy two thousand one hundred and seventy six zloty ninety four 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 7/4);

Bank Handlowy w Warszawie S.A.:

up to the highest sum of PLN 14,777,717.09 (fourteen million seven hundred seventy seven thousand seven hundred and seventeen zloty 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 Loan A in PLN (Mortgage – Claim under Guarantee of BH 7/1);
up to the highest sum of PLN 5,670,192.16 (five million six hundred seventy thousand one hundred and ninety two zloty sixteen 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 7/2);
up to the highest sum of PLN 9,082,316.64 (nine million eighty two thousand three hundred and sixteen zloty sixty four 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 7/3);
up to the highest sum of PLN 9,082,316.64 (nine million eighty two thousand three hundred and sixteen zloty sixty four 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 7/4);
up to the highest sum of EUR 1,217,217.69 (one million two hundred seventeen thousand two hundred and seventeen euro sixty nine cent) on account of guarantee for repayment of liabilities of Govora S.A. under Loan A – Govora (Mortgage – Claim under Guarantee of BH 7/5);

Bank Polska Kasa Opieki S.A.:

up to the highest sum of PLN 21,291,451.96;
up to the highest sum of EUR 74,905.70 (seventy four thousand nine hundred and five euro seventy cent) on account of guarantee for repayment of liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan A in EUR (Mortgage – Claim under Guarantee of Pekao 7/2);
up to the highest sum of PLN 8,605,729.10 (eight million six hundred five thousand seven hundred and twenty nine zloty ten grosz) as 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 7/3);
up to the highest sum of PLN 8,605,729.10 (eight million six hundred five thousand seven hundred and twenty nine zloty ten grosz) as 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 7/4);
up to the highest sum of EUR 1,096,161.56 (one million ninety six thousand one hundred and sixty one euro fifty six 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 7/5);

Bank Powszechna Kasa Oszczędności Bank Polski S.A.:

up to the highest sum of PLN 16,684,643.30 (sixteen million six hundred eighty four thousand six hundred and forty three zloty thirty grosz) as 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 7/1);
up to the highest sum of PLN 15,402,485.44 (fifteen million four hundred two thousand four hundred and eighty five zloty forty four grosz) as 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 7/2);
up to the highest sum of PLN 4,681,606.52 (four million six hundred eighty one thousand six hundred and six zloty fifty two grosz) as guarantee for repayment of the liabilities of “Ciech” S.A. with its registered office in Warsaw under Loan D (Mortgage – Claim under Guarantee of PKO BP 7/3);
up to the highest sum of PLN 15,402,485.44 (fifteen million four hundred two thousand four hundred and eighty five zloty forty four grosz) as 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 7/4);

BRE Bank S.A.:

up to the highest sum of PLN 8,188,468.28 (eight million one hundred eighty eight thousand four hundred and sixty eight zloty twenty eight grosz) as 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 7/1);
up to the highest sum of EUR 93,632.13 (ninety three thousand six hundred and thirty two euro thirteen cent) as 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 7/2);
up to the highest sum of USD 48,816.07 (forty eight thousand eight hundred and sixteen dollar seven cent) as 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 7/3);
up to the highest sum of PLN 7,865,861.21 (seven million eight hundred sixty five thousand eight hundred and sixty one zloty twenty one grosz) as 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 7/4);
up to the highest sum of PLN 4,681,606.52 (four million six hundred eighty one thousand six hundred and six zloty fifty two grosz) as 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 7/5);
up to the highest sum of PLN 7,865,861.21 (seven million eight hundred sixty five thousand eight hundred and sixty one zloty twenty one grosz) as 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 7/6);
up to the highest sum of PLN 7,865,861.21 (seven million eight hundred sixty five thousand eight hundred and sixty one zloty twenty one grosz) as 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 7/7);

Bank Millennium S.A. up to the highest sum of PLN 13,291,786.59 (thirteen million two hundred ninety one thousand seven hundred and eighty six zloty fifty nine 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 7/1);
DnB NORD Polska S.A. up to the highest sum of PLN 4,681,606.52 (four million six hundred eighty one thousand six hundred and six zloty fifty 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 DnB 7/1). Each of the aforementioned mortgages has equal and the highest priority and higher priority than the following mortgages to be established in favour of:

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;
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;
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.

According to the International Accounting Standards, the total net value of the assets on which joint capped mortgages have been established accounts for approximately PLN 66 330 thousand (as at September 30th, 2010).

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. The Management Board of Ciech SA expects that notifications of establishment of other collaterals referred to in current report no 29/2010 will be received soon.

Thus, the last formalities in connection with the refinancing of the debt of the Ciech Group will be completed.

Signatures of the Company’s Representatives : Ryszard Kunicki – President of the Management Board

Current reports