According to our knowledge, there were no material events after 31 December 2018, i.e. after the end of the reporting period, other than those described below, that could have a significant effect on the evaluation of economic position, financial position and performance but had not been recognized in the consolidated financial statements for the financial year ended 31 December 2018.
- On 7 January 2019 the representatives of JSW, as the Borrower, and PKO BP S.A., Bank Polska Kasa Opieki S.A., Bank Gospodarstwa Krajowego and ICBC (Europe) S.A. Branch in Poland, and Agencja Rozwoju Przemysłu S.A., acting jointly as Lenders, signed the term sheet for the financing earmarked for the Group (“Term Sheet”). The financing will be granted in the form of a term loan, renewable loan and acquisition loan, subject to obtaining the required corporate consents both on the part of the Lenders and on the part of JSW, executing acceptable financing documentation and establishing pertinent securities for the Lenders. The Term Sheet provides for the Lenders’ total commitment in the amount of PLN 460.0 million and the PLN equivalent of the amount of approx. USD 81.0 million. The planned financing will be earmarked for refinancing the Group’s existing debt, financing the Group’s capital expenditures and financing other general corporate needs. The acquisition loan will be slated to finance the purchase by JSW of shares of Przedsiębiorstwo Budowy Szybów S.A. The financing is planned for a maximum term of 7 years, however the financing in the form of the renewable loan has been set for 5 years with the possibility of extending it by up to 2 years.
- On 15 January 2019 the Parent Company’s attorney-in-fact received the decision of 14 January 2019 of the President of the Office of Competition and Consumer Protection (“UOKiK”), in which, after having conducted an antitrust proceeding commenced in response to JSW’s application, the President of UOKiK gave concentration consent for JSW to acquire control over Przedsiębiorstwo Budowy Szybów S.A. in Tarnowskie Góry (“PBSz”). This decision is the consequence of JSW entering into a conditional agreement on 21 December 2018 as the Buyer with PBSZ 1 Sp. z o.o. with its registered office in Katowice and PRIMETECH S.A. with its registered office in Katowice as the Sellers obligating them to sell 4,430,476 shares in PBSz representing 95.01% of the share capital of PBSz, as JSW reported in Current Report No. 40/2018. JSW obtaining the UOKiK’s concentration consent is one of the major conditions on which the execution of the final agreement to close the deal hinges. On 15 February 2019, the JSW S.A. Supervisory Board issued a positive opinion on the motion submitted by the JSW S.A. Management Board to the JSW S.A. Shareholder Meeting requesting consent for JSW to carry out the purchase of PBSz’s shares. The Extraordinary Shareholder Meeting of JSW was convened for 21 March 2019.
- On 16 January 2019, the Management Board of JSW S.A. adopted a resolution on the full redemption of bonds for a total nominal amount of PLN 71.5 million and USD 13.2 million issued under the Bond Issue Program established by JSW on 30 July 2014, as later amended. The bonds were redeemed on 18 January 2019, which ended the Bond Issue Program. The redemption of the bonds is consistent with the provisions of the Terms and Conditions of the Bond Issue.
- The Management Board of Jastrzębska Spółka Węglowa made a decision to separate a new mine from the Borynia-Zofiówka-Jastrzębie Integrated Mine, named Bzie-Dębina from the name of the coal deposit. The decision made by the Management Board was approved at the end of January by the Company’s Supervisory Board. The decision of the Management Board, which had been expected for several months, should help intensify the mining works in this area and contribute to a faster launch of mining of coking coal. The recoverable coal reserves of the new mine are estimated at over 180 million tons of coal in the Bzie-Dębina 1-Zachód deposit (nearly 71.5 million tons of reserves; JSW intends to obtain a concession for this deposit by the year-end) and Bzie-Dębina 2-Zachód (113.8 million tons, JSW already holds the license). Roughly 95% of reserves in the Bzie-Dębina deposits consist of type 35 hard coking coal. At present, the research works carried out in the Bzie field involve expansion of the network of holes used to explore the deposit better (5 holes). Also, heading works are conducted in order to open seams of coal. In order to improve process, the personnel and materials transport shaft must also be furnished with all necessary equipment. On the other hand, in order to improve ventilation, a ventilation shaft should be built along with all the necessary mine infrastructure, except for a coal preparation plant, since the output from Bzie will be processed by the modernized Preparation Plant at the Zofiówka Section.
- On 20 February 2019, PGWiR established a limited liability company under the name JSW Zwałowanie i Rekultywacja spółka z ograniczoną odpowiedzialnością. The share capital of the new company is PLN 50,000.00 and consists of 1000 shares with a par value of PLN 50.00 each. PGWiR subscribed to all the shares in JSW Zwałowanie i Rekultywacja. The contributions made in exchange for the shares were paid in cash. The purpose of the new company is to provide services including disposal of post-mining waste and reclamation of waste landfills. The duration of the company is unlimited.
- On 7 March 2019, the Extraordinary Shareholder Meeting of PGWiR was held to increase the company’s share capital by the amount of PLN 1.1 million through the issue of series F shares. The increased share capital will be covered by an in-kind contribution of JSW’s assets (KWK Knurów-Szczygłowice Mine). The agreement under which JSW will subscribe to the shares is slated to be signed by the end of March 2019.