INTEGRATED ESG
REPORT 2020

5.2 Financing liabilities

Accounting policies

Non-bank borrowings and debt securities

On initial recognition, borrowings and debt securities are measured at fair value less transaction costs. As at the reporting date, the liabilities are measured at amortised cost with the use of the effective interest rate method.

Lease liabilities

Based on the accounting policies applied as of January 1st 2019, leases are recognised as right-of-use assets and liabilities to pay for those rights as at the date when the leased assets are available for use by the Group. Right-of-use assets are presented in Note 6.1.

At the lease commencement date, lease liabilities are measured at amounts equal to the present value of the following lease payments for the right to use of the underlying asset during the lease term:

  • fixed lease payments (including substantially fixed payments), less any financial incentives payable;
  • variable lease payments dependent on an index or a rate;
  • amounts expected to be payable by the lessee under residual value guarantees;
  • the exercise price of a purchase option if exercise of that option by the lessee is reasonably certain;
  • lease termination fees if the lessee is entitled to exercise the option to terminate the lease and it is highly probable that the option will be exercised.

Lease payments are discounted at the lease interest rate, if that rate is readily determinable, or at the lessee’s incremental borrowing rate.

Each lease is allocated between the liability and the finance cost. After initial recognition, lease liabilities are measured using the effective interest rate method. Carrying amounts of the liabilities are updated to reflect changes in the estimate of the lease term, purchase options, changes in lease payments, guaranteed residual value, and modifications to the lease contract.

The lease term is an irrevocable lease term; periods covered by lease extension or termination options are included in the lease term if there is reasonable certainty that the lease will be extended or the contract will not be terminated earlier.

Significant estimates

Lease term

When determining the lease term, the Management Board takes into account all the facts and circumstances that give the economic incentive to exercise the option to extend the contract or not to exercise the option to terminate the contract. Periods covered by extension or termination options are included when determining the lease term if there is reasonable certainty that the contract will be renewed (extension option) or will not be terminated (termination option). Reassessment of whether there is reasonable assurance that the Group will exercise the extension option or will not exercise the termination option is made if a significant event or a significant change in circumstances occurs that affects such assessment and the Group can control the change or the circumstances.

Discount rates applied in the valuation of lease liabilities

For the purpose of measuring lease liabilities and right-of-use assets, the Group estimated the incremental interest rates applied in discounting future cash flows. The incremental interest rates are defined as the sum of:

  • the risk-free rate, determined based on IRS (Interest Rate Swap) at the time of maturity of the discount rate and the relevant base rate for a given currency, and
  • the credit risk premium of the Group based on the credit margin.

The Group applied marginal interest rates ranging from 0.9% to 5.5%.

The process of determining a current incremental interest rate consists of the following steps:

  • analysis of the lessee’s current financing structure (e.g. the debt instruments held by the lessee and their terms);
  • determination of the appropriate reference rate – for a given currency, economic conditions and the lease term;

analysis of the other material lease terms, including the nature of the underlying assets.

 

As at December 31st 2020, the amount of the Group’s payment obligations under short-term leases was PLN 2.2m.

In the reporting period, the Group did not enter into any sale and leaseback transactions.

The value of payments not included in the valuation of the lease liability is PLN 4.3m and relates to lease contracts not yet commenced but which the lessee is obliged to enter into.

The lease contracts outstanding as at December 31st 2020 do not impose any covenants on the Group.

In the reporting period and as at the date of authorisation of these financial statements for issue, there were no instances of default under material terms of any debt securities that could trigger accelerated repayment.

The Group’s debt gives rise to liquidity risk. For detailed description of those risks and sensitivity analysis, see Note 7.3.

2020 In functional currency – PLN In foreign currency
EUR USD
Bank borrowings 181 1,044 770
Lease liabilities 2,022 1 60
Other 100
Total, including: 2,303 1,045 830
floating-rate 395 1,045 830
fixed-rate 1,908
2019 In functional currency – PLN In foreign currency
EUR USD
Bank borrowings 3,218 688 987
Lease liabilities 1,774 59
Other 20
Total, including: 5,012 688 1,046
floating-rate 3,357 688 1,046
fixed-rate 1,655

Interest on floating-rate debt denominated in the Polish złoty is calculated based on 1M WIBOR, 3M WIBOR or 6M WIBOR rates; USD-denominated debt: 1M LIBOR and 3M LIBOR rates; EUR-denominated debt: EONIA, 1M EURIBOR and 3M EURIBOR. Fixed interest rate is applicable only to PLN-denominated debt securities.

The Group’s debt is subject to interest rate risk, currency risk and liquidity risk. For detailed information on these risks, see Note 7.3.

In the reporting period, the Group operated the following debt security issuance programme:

Utilisation (%) as at Outstanding debt (PLNbn) as at
Start date End date Issuance programme Participating banks as at the reporting date Limit Dec 31
2020
Dec 31  2020 Dec 31  2019
Authorised issuer: PGNiG S.A.
December 21st 2017 October
28th 2025
Note programme Bank Pekao S.A.
ING Bank Śląski S.A.
Bank Handlowy w Warszawie S.A.
BNP Paribas Bank Polska S.A.
PLN 5bn

On October 28th 2020, PGNiG S.A. executed Annex 1 to the PLN 5bn Notes Programme Agreement of December 21st 2017 (the Programme) with the following issue arrangers: ING Bank Śląski S.A., Bank Polska Kasa Opieki S.A., Bank Handlowy w Warszawie S.A. and Bank BNP Paribas Bank Polska SA. Annex 1 aligns the Programme with the current legal framework and extends the Programme until October 28th 2025.

Under the Programme, PGNiG S.A. may issue fixed- or floating-rate notes with maturities of up to 10 years or zero-coupon notes by way of a public or private offering. The notes may be introduced to trading on the Catalyst multilateral trading facility. The notes will be issued to raise funds that will be used to meet the PGNiG Group’s day-to-day financial needs related to the implementation of its strategy. No securities were issued under the Programme in the reporting period.

On June 24th 2019, PGNiG S.A. entered into an agreement terminating the PLN 7bn and PLN 1bn note programmes, replacing them with a PLN 10bn syndicated loan agreement with a five-year availability period. The agreement was concluded with a syndicate of nine banks. The facility replaced financing in the form of two underwritten note programmes for a total amount of PLN 8bn. The Company intends to use the facility to finance the day-to-day operations and capital expenditure of PGNiG S.A. and other companies the PGNiG Group.

Utilisation (%) as at Outstanding debt (PLNbn) as at
Start date End date Issuance programme Syndicate banks Facility limit Dec 31
2020
Dec 31 2020 Dec 31 2019
June 24th 2019 June 24th 2024 Credit facility Bank Gospodarstwa Krajowego
Bank Pekao S.A.
ING Bank Śląski S.A.
PKO BP S.A.
Caixa Bank S.A. Oddział w Polsce
BNP Paribas Bank Polska S.A.
Societe Generale S.A.
Santander Bank Polska S.A.
Intesa Sanpaolo S.P.A
PLN 10bn 3

In the current and comparative periods, the Group repaid its financing liabilities in a timely manner. In the reporting period and as at the date of authorisation of these financial statements for issue, there were no instances of default under material provisions of any credit facility, loan, or debt securities issue agreement that could trigger accelerated repayment.

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