DCT Gdansk acquisition financing

complete

The provision of a senior secured loan of up to EUR 46.25 million in favour of DCT Gdansk S.A. (the "Company") and the special purpose company, Holbrook Sp. z o.o, which acquired 100 per cent of the shares of Gdansk Port Holdings S.a r.l, the sole shareholder of the Company. The transaction was driven by the sale of the Company by its previous shareholders to a consortium of PSA International, the IFM Global Infrastructure Fund, a fund advised by IFM Investors, and the Polish Development fund. The loan is part of a wider debt package with local and international banks providing up to EUR 382.5 million to i) refinance the Company's existing debt raised in 2014, ii) provide acquisition finance related to the acquisition of the Company, and iii) additional capex funding for the Company. The project falls under the Bank's "Framework for Development of a Secondary Market for Maturing PPPs". In line with the Framework, the project will facilitate the secondary acquisition of the Company, a deep-sea terminal lease owner, and contribute to the continuous involvement of leading strategic and institutional investors in the region. Transition impact stems from the following two transition qualities: Resilient - development of a PPP secondary market transaction which attracts new leading institutional investors. Well-governed - development of a good corporate governance structure. HOLBROOK SP ZOO The Borrowers are i) the Company, a joint stock company incorporated in Poland to operate and manage a deep sea container terminal, and ii) Holbrook Sp. zo.o, a limited liability company incorporated in Poland which holds 100 per cent share of Gdansk Port Holdings S.a r.l incorporated in Luxembourg, which in turn holds the Company. EUR  46,250,000 Senior secured loan in favour of the Company and the special purpose company, Holbrook Sp. z o.o to i) refinance the Company's existing debt raised in 2014, ii) provide acquisition finance related to the acquisition of the Company, and iii) additional capex funding for the Company. EUR  382,500,000 Acquisition of 100 per cent of the shares of Gdansk Port Holdings S.a r.l, the sole shareholder of the Company. Project has been categorised B in line with 2014 Environmental and Social Policy. Environmental and social risks related to operation of the Company (deep sea container terminal located in the Northern Port of Gdansk) and capex related to improvements at existing terminals T1 and T2 are site specific and can be managed by appropriate mitigation measures. The Bank is familiar with the Company's operations through financing of development of T2, which was subject to an international Environmental and Social Impact Assessment ("ESIA") and relevant stakeholder engagement process undertaken in 2014. DCT has been implementing the Environmental and Social Action Plan ("ESAP") agreed with the Bank in 2014 (with all activities related to construction of the T2, ecological compensation activities and post construction monitoring completed) and reporting on the environmental and social performance has been satisfactory. The environmental and social due diligence ("ESDD") for the current transaction was based on the independent review of the planned capex, planning documentation and terminal operations. The ESDD confirmed that planned capex at T2 and T1 will be carried out within the boundaries of the sites covered by previously issued Environmental Permits and will not result in exceedance of the overall throughput as stipulated in the relevant decisions. ESDD also confirmed that the Company operates in line with national legislation, European Union directives and EBRD performance requirements. The Company operates within a site of over 92ha located in the area administered by the Port of Gdansk, within the industrial part of the City of Gdansk, and in the maritime area of Northern Harbour of Gdansk. From the north the operations encroach on the Natura 2000, site "Zatoka Pucka" Special Proctection Area established for protection birds under EU Birds Directive. The Company has implemented integrated management system covering quality (ISO 90001:2015), health & safety (ISO 45001:2018), environment (ISO 14000: 2015),); energy (ISO 50001:2012) and EMAS and holds environmental permits in relation to air emissions, waste generation, storm water discharge, process waste water discharge and regularly submits monitoring reports to the regional environmental authorities. The site is located in the industrial area of Gdansk and no noise permit specifying permissible noise levels is required. The Company, however, monitors noise levels and is in compliance with the zoning plan established for the Port. Hazardous substances management, waste management and overall housekeeping at site have been assesses as of high standards. The Company maintains and test regularly an Emergency Response Procedures. Health and safety performance is good with no serious accidents in the past 3 years. External audits confirm strong safety management systems. The Company employs over 1000 workers (which doubled since 2014). The Company has formalised human resources policies as per Performance Requirement 2. A Collective Bargaining Agreement is in place. The Bank continues to monitor labour relations at the Company. An ESAP has been developed for the Project and addresses ongoing management and mitigation measures during the operational and decommissioning phases, including inter alia maintenance of relevant management systems, ongoing environmental monitoring, ongoing biodiversity monitoring for birds and bats. The Bank will continue to closely monitor operations of the Company and its environmental and social performance and amend the ESAP as required. None. Mr Adam Zolnowski; Mr Janusz Swieczkowski adam.zolnowski@dctgdansk.com ; janusz.swieczkowski@dctgdansk.com +48 58 737 7737 +48 58 737 6346 +48 58 737 6350 www.dctgdansk.pl DCT Gdansk SA, 7 Kontenerowa Street, 80-601 Gdansk, Poland