10.9.3 Notes
In 2016, the SPV B8 Spółka z ograniczoną odpowiedzialnością Baltic S.K.A. concluded agreements with Bank Gospodarstwa Krajowego S.A. (BGK) and Polski Fundusz Rozwoju S.A. (the Polish Development Fund, PFR) (Fundusz Inwestycji Infrastrukturalnych – Dłużny Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych) for the financing of the development of the B8 oil field in the Baltic Sea, including senior notes and subordinated notes programme agreements. On July 25th 2018, B8 spółka z ograniczoną odpowiedzialnością Baltic S.K.A. and BGK concluded an annex to the senior note programme agreement and annexes to the terms and conditions of the notes issued by the company and subscribed for by BGK. On July 27th 2018, B8 Spółka z ograniczoną odpowiedzialnością Baltic S.K.A. issued notes with a total nominal value of USD 30m. The issue proceeds were used to redeem all notes acquired by Polski Fundusz Rozwoju S.A. All notes currently outstanding are due at dates falling in the period from March 31st 2021 to June 30th 2022.
With respect to the currently outstanding notes of B8 Spółka z ograniczoną odpowiedzialnością Baltic S.K.A., as at December 31st 2020 the project schedule and budget were exceeded and one of the covenants was breached, and therefore the long-term portion of the liabilities under the agreement is presented in current liabilities. On December 14th 2020, an amendment to the senior note programme agreement and amendments to the terms and conditions of the notes were signed, whereby the liabilities were not accelerated by BGK as at December 31st 2020, and the stand still was extended until January 31st 2021.
On January 29th 2021, an amendment to the senior note programme agreement, amendments to the terms and conditions of the notes and an amendment to the commission letter were signed, extending the funding availability period until June 30th 2021 and setting the repayment dates for the end of each quarter from September 30th 2021 to December 31st 2024. On September 30th 2021, notes with a total nominal amount of USD 5.6m (PLN 21.9m) were redeemed in accordance with the schedule. On December 28th 2021, the senior notes programme agreement and the terms and conditions of the notes were amended, with the total nominal amount of the notes reduced from USD 89.7m to USD 84.1m, the financing availability period extended until January 31st 2022, and the redemption dates of some of the tranches postponed, including from December 31st 2021 to June 30th 2024; the final repayment date of the liabilities under the programme remained unchanged (December 31st 2024). Therefore, as at December 31st 2021, the outstanding notes of B8 Spółka z ograniczoną odpowiedzialnością Baltic S. K. A. are presented under both non-current and current liabilities, depending on their maturity.
Security under the above agreements includes:
- pledges over shares,
- pledge over bank accounts,
- pledge over receivables,
- pledge over
- maritime mortgage on the Petrobaltic rig,
- representation on voluntary submission to enforcement,
- power of attorney over bank accounts.
As at December 31st 2021, the liability under the outstanding notes issued by B8 Spółka z ograniczoną odpowiedzialnością BALTIC S.K.A., net of issue costs, was PLN 228.1m (December 31st 2020: PLN 231.7m).
On January 31st 2022, the Company issued notes with a nominal amount of USD 9.3m (PLN 38m). The issue proceeds were used between February 1st and February 3rd 2022 to finance and refinance capital expenditure.