Significant events

Conclusion of a material contract by Impexmetal S.A.

On 29 January 2013, the Company received a contract concluded with Valeo Systemes Thermiques for 2013-2014 for the supply of aluminium products for Valeo Group's plants. Impexmetal S.A. is a supplier to Valeo of aluminium products used in the manufacture of heat exchangers for cars. The estimated value of the contract during its duration is approximately PLN 256 million and was determined based on aluminium prices on the LME and on currency exchange rates. The provisions of the contract do not differ from those commonly used in this type of trade contracts.

Obtaining by Impexmetal S.A. of a final building permit for the office building and apartment building in the Central Business District (CBD) in Warsaw

On 9 April 2013, the decision by the Mayor of Warsaw to grant permission for the construction of a multifunctional complex on a plot located in Warsaw at ul. Łucka 7/9, which includes offices and a commercial/residential section has become final.

The permit applies to the plot no. 47 located within district 6-01-04 along with technical infrastructure on the plot no. 38/5 within district 6-01-04, located in the Central Business District in Warsaw.

Implementation of the share redemption programme by Impexmetal S.A.

In carrying out the share redemption programme adopted by the Extraordinary General Meeting of Impexmetal S.A. under Resolution No. 8 of 15 November 2010, the Company, as part of the purchase, purchased on the Warsaw Stock Exchange:

  • From 25 April to 23 May 2013 - 795,293  own shares with a nominal value of PLN 0.40 each. These shares give  795,293 votes at the General Meeting of the Company and represent 0.398% of the share capital. 
  • On 18 December 2013, through Dom Maklerski IDM S.A. based in Krakow, 82,000 shares with a nominal value of PLN 0.40 each. These shares give 82,000 votes at the General Meeting of the Company and represent 0.041% of the share capital.

In total, from the date of commencement of the share redemption programme, the Company acquired 7,210,000 shares entitling to 7,210,000 votes, which represents 3,605% of votes at the General Meeting of the Company.

Acquisition of shares in Boryszew S.A.

Impexmetal S.A., acting within the limits of the authorisation granted by Boryszew S.A. By virtue of Resolution No. 4 of the Extraordinary General Meeting of Boryszew S.A. of 13 October 2011 on the authorisation for the Management Board to acquire own shares of Boryszew S.A., as amended by Resolution No. 22 of the Annual General Meeting of Boryszew S.A. of 24 June 2013 and on the basis of Article 362 Section 1.8 and Article 362 Section 4 of the Commercial Companies Code acquired in total in 2013 (i.e. from 13.02 to 26.09.2013) on the Warsaw Stock Exchange 96,000,000 Boryszew shares with a nominal value of PLN 0.10 each. These shares carry 96,000,000 votes at the General Meeting of the Company and constitute 4.36% of the share capital  of Boryszew S.A.

Until 31 December 2013, the Company purchased a total of 120,000,000 shares of Boryszew S.A., representing 5.4545% of the share capital and entitling to 120,000,000 votes at the General Meeting of Boryszew S.A.

In connection with the registration on 26 February 2014 by the District Court for the Capital City of Warsaw, 14th Economic Department of National Court Register, of the amendments to the Articles of Association of Boryszew S.A. made on the basis of Resolution No. 5 of the Extraordinary General Meeting of Boryszew S.A. from 17 February 2014 (Case number: WA.XIV NS-REJ.KRS/005531/14/237), regarding the re-split of the Company's shares with an exchange on 1 April 2014 in the National Depository for Securities of 2,200,000,000 shares to 220,000,000 shares of Boryszew S.A. with nominal value of PLN 1 each (change in the nominal value of the shares of Boryszew S.A. from PLN 0.10 to PLN 1), Impexmetal S.A. on the day of the report holds 12,000,000 shares of Boryszew S.A. representing 5.4545% of the share capital and conferring the right to 12,000,000 votes at the General Meeting of Boryszew S.A.

Impexmetal S.A. becomes a member of CEEP

On 19 September 2013, Impexmetal S.A. became a member of CEEP (Central Europe Energy Partners), an international non-profit association based in Brussels, acting in support of the integration of Central European energy sector as part of a common EU energy and security policy, which brings together leading companies in the energy sector from all new EU member states.

Purchase by Impexmetal S.A. of shares in Alchemia S.A.

On 30 October 2013, Impexmetal S.A. acquired 10,400,000 shares in Alchemia S.A., representing 5.02% of share capital, entitling to 10,400,000 votes at the General Meeting, which is 5.02% of the total number of votes at the General Meeting of Alchemy S.A.

Entry and change of the entries in the register of pledges

On 3 October 2013, the Company received the decision of the District Court for the Capital City of Warsaw, 11th Economic Department - Register of Pledges, about the change of the entry in the Register of Pledges under item 2142869 dated 24 September 2013, regarding the change of the maximum amount of security to the amount of PLN 75 million.  The set value disclosed in the register of pledges is PLN 20,887,891.12 as at 31 January 2011. This pledge has been established for Bank PKO BP S.A. with its registered seat in Warsaw in order to secure the bank's loan in the amount of PLN 50 million. Credit repayment deadline: 31 October 2014.

On 11 October 2013, the Company received the decision of the District Court for the Capital City of Warsaw, 11th Economic Department - Register of Pledges, regarding the entry into the register of pledges of a pledge on the set of machines and equipment  owned by Impexmetal S.A. with a value of PLN 13,779,644.13 as at 31 March 2013. The pledge was established for Powszechna Kasy Oszczędności Bank Polski S.A. to the highest amount of security of PLN 75 million to secure the Bank's claims under the loan granted to the Company in the amount of PLN 50 million. Credit repayment deadline: 31 October 2014.

On 18 October 2013, the Company received the decision of the District Court for Poznań - Nowe Miasto and Wilda in Poznań, 7th Economic Department - Register of Pledges, regarding the change of the entry in the Register of Pledges under item 2132439 made on 9 October 2013, in regard to changing the maximum amount of security for the amount of PLN 75 millionł. The value of the set of machinery and equipment disclosed in the register of pledges is PLN 12,654,813.41 as at 31 January 2011. This pledge has been established for Powszechna Kasy Oszczędności Bank Polski S.A. with its registered seat in Warsaw in order to secure the bank's loan in the amount of PLN 50 million.  The loan repayment deadline is 31 October 2014.

Events after the reporting date

Registered pledge on shares

From 27 January to 17 February 2014, the Company received 6 decisions of the District Court for the Capital City of Warsaw - 11th Economic Department Register of Pledges, regarding the entry in the register of pledges - of publicly traded securities.

The subject of the pledge was the following securities, belonging to Impexmetal S.A.:

  • 2,087,605 shares of Alchemia S.A. Nominal value of shares pledged as collateral amounted to PLN 2,713,886.50 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 11.064.306,50. These shares represent 1.01% of the share capital of Alchemia S.A. and give 1.01% of votes at the general meeting.
  • 2,500,000 shares of Alchemia S.A. Nominal value of shares pledged as collateral amounted to PLN 3,250,000 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 13,250,000. These shares represent 1.20 % of the share capital of Alchemia S.A. and give 1.20 % of votes at the general meeting.
  • 1,500,000 shares of Alchemia S.A. Nominal value of shares pledged as collateral amounted to PLN 1.950.000 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 7,950,000. These shares represent 0.72 % of the share capital of Alchemia S.A. and give 0.72 % of votes at the general meeting.
  • 1,000,000 shares of Alchemia S.A. Nominal value of shares pledged as collateral amounted to PLN 1,300,000 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 5,300,000. These shares represent 0.48 % of the share capital of Alchemia S.A. and give 0.48 % of votes at the general meeting.
  • 47,528,518 shares of Boryszew S.A. Nominal value of shares pledged as collateral amounted to PLN 4,752,851.80 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 23,764,259. These shares represent 2.16 % of the share capital of Boryszew S.A. and give 2.16 % of votes at the general meeting.
  • 2,000,000 shares of Alchemia S.A. Nominal value of shares pledged as collateral amounted to PLN 2,600,000 and their carrying value in the accounts of Impexmetal S.A. as at 31 December 2013: PLN 10,600,000. These shares represent 0.97 % of the share capital of Alchemia S.A. and give 0.97 % of votes at the general meeting.

These pledges have been established for Alior Bank S.A. based in Warsaw in order to secure the Bank's claims in respect of: Credit Agreement No. U0002485936637 for the non-revolving credit to finance current operations of 18 December 2013, in the amount of PLN 50,000,000. 

Purchase of assets of material value

On 28 February 2014, the Company acquired 101 registered series A bonds with nominal value of PLN 1,000,000.00 each, issued under the issuance programme of registered bonds of Boryszew S.A.

The bonds acquired replace 101 Series G and K bonds of Boryszew S.A. with the nominal value of PLN 1,000,000.00 each, issued by Boryszew S.A. as part of the issuance programme of 3-year registered bonds, acquired by Impexmetal S.A. on 1 October 2012 (38 Series G bonds) and on 2 September 2013 (63 Series K bonds) with the maturity date of 28 February 2014. Bonds were purchased at the Issue Price for a total amount of PLN 101 million. The interest rate on the bonds is based on market rates.

Maturity date: 30 September 2015.

Establishing a mortgage

On 11 April 2014, the Company received notification from the District Court in Konin - 6th Division of the Land and Mortgage Register dated 04.09.2014 regarding the entry into the Land Register of consolidated capped mortgage. The mortgage was established on Impexmetal's property rights and the rights of perpetual usufruct of the property covered by the Land and Mortgage Register No.: KN1N/00031899/8 and KN1N/00070991/8. Mortgage was established to the amount of PLN 34,000,000 for: Bank Millennium S.A. with its registered seat in Warsaw in order to secure the Bank's claims in respect of: Credit Agreement No. 6782/14/475/04 from 13.02.2014. 

Events in subsidiaries

HUTMEN S.A.

Material contracts

On 15 January 2013, Hutmen S,A, signed a bilateral contract with KGHM Polska Miedź S.A. with its registered office in Lubin. The contract was concluded for a specified period from 1 January 2013 to 31 December 2013.  The subject of the aforementioned contract is the manufacture and delivery by KGHM Polska Miedź S.A. of round copper ingots. The estimated value of the contract, according to the copper prices on the day of the contract amounts to PLN 236 million net for the supply of the basic quantity and PLN 301 million PLN for the supply taking into account the Buyer's option.

On 14 January 2013, Hutmen S.A. signed a framework agreement to purchase raw materials from Goolips Sp. z o.o. with its registered office in Poznań. The agreement is a declaration of the sale and delivery of raw materials under the agreement in the amount of up to 6,000 tons in the period from 1 January 2013 to 31 December 2013. The provisions of the agreement do not specify schedules or the value of supplies. They provide that the transactions will be made on the basis of current orders placed by Hutmen S.A. The unit price per tonne of raw materials supplied under each delivery is based on a formula related to the prices of metals on the LME.

WALCOWNIA METALI DZIEDZICE S.A.

Material contracts

28 March 2013, Walcownia Metali Dziedzice SA signed a framework agreement to purchase raw materials from Tacon Met S.A. with its registered seat in Krakow. The agreement is a declaration of sale and delivery of raw materials under the agreement in an amount of from 200 to 250 tons/month to Walcownia Metali Dziedzice S.A.

The provisions of the agreement do not specify the schedules or the values of deliveries. They provide that the transactions will be made on the basis of current orders placed by Walcownia Metali Dziedzice S.A. The unit price per tonne of raw materials supplied under each delivery is based on a formula related to the prices of metals on the LME.

On 19 July 2013, the Board of WM Dziedzice S.A. signed a framework agreement for the sale of scrap with KARO BHZ Sp. z o.o. with its registered office in Toruń. The agreement is a declaration of sale and delivery of scrap to Walcownia Metali Dziedzice S.A. Transactions will be made on the basis of current orders. The agreement applies to all transactions concluded from 1 January 2013 by both parties and was concluded for an indefinite period. The unit price per tonne of scrap supplied under each delivery is based on a formula related to the prices of metals on the LME. The total value of scrap purchased on the date of this agreement exceed the value of PLN 23.9 million net. 

BATERPOL S.A.

Establishing a mortgage

On 4 March 2013, the District Court in Katowice 6th Land and Mortgage Register Division entered the contractual capped mortgage to the amount of PLN 27 million, on the rights of perpetual usufruct of land and property ownership of Baterpol S.A, covered by the Land and Mortgage Register KA1C/00014383/3, as collateral of the claims of Raiffeisen Bank Polska SA Katowice Branch, under the credit granted to the Company pursuant to an agreement dated 28 December 2010, as amended. 

HUTA METALI NIEŻELAZNYCH SZOPIENICE S.A. IN LIQUIDATION

Grant from the National Fund for Environmental Protection and Water Management

On 28 December 2012, HMN Szopienice S.A. in liquidation signed a grant agreement with NFEP&WM to co-finance the project "Utilisation of zinc sludge settlers which do not meet environmental standards at Huta Metali Nieżelaznych "Szopienice" S.A. in liquidation and land reinstatement after the removed waste." The grant amount is PLN 14,036,000. The deadline for achieving the environmental effect was set for 30.09.2015 and the deadline for final settlement for 31.12.2015.

HMN Szopienice S.A., after Impexmetal S.A. submitted a surety, began the process of utilising of zinc sludge in June. This grant in the amount of PLN 14,036,000 was recognised in these financial statements, which contributed to the increase in other operating income in discontinued operations.

Sale of property

On 15 October 2013, Huta Metali Nieżelaznych „Szopienice” S.A. in liquidation entered into a contract for the sale at a price of PLN 20 million of the right of perpetual usufruct of built-up land with a total area of 104,743 m2, which is a plot of land with registration number 2043/44 with an area of 2,169 m2 (created by the subdivision survey of plot no. 1760/44) and a plot of land with registration number 2025/44 with an area of 88,096 m2, derived from the property covered by the mortgage register KA1K/00037838/3 at the District Court for Katowice-Wschód in Katowice and plot of land with registration number 2013/18 with an area of 14,478 m2, derived from the property covered by the mortgage register KA1K/00029027/6 at the District Court for Katowice-Wschód in Katowice, along with the ownership of a plot of land with the registration number 2025/44, which constitute a separate from the land subject of ownership to buildings, i.e. building of the copper sheet and strip rolling mill, administration building structurally and functionally connected with the building of the copper sheet and strip rolling mill, transformer S-39 substation building and transformer S-40 substation building, structurally and functionally connected with the building of the copper sheet and strip rolling mill, the gatehouse, and the ownership of property situated on a plot of land with registration number 2013/18, which constitute a separate subject of property from the land, buildings and equipment.