Current report no : 41/2012
Report date : 10/12/2012
Abbreviated name : Ciech SA
Subject : Disclosure of confidential information the publication of which was delayed by the Issuer – conclusion of an agreement by the Issuer and a subsidiary of the Issuer
Legal basis : Article 56 section 1 item 1 of the Act on the Offering – confidential information
Report :
The Management Board of Ciech SA [Issuer] publishes confidential information the publication of which was delayed pursuant to Article 57 section 1 of the Act of July 29th, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, and pursuant to § 2 section 1 item 3 of the Ordinance of the Minister of Finance of April 13th, 2006 on types of information which may breach the legitimate interest of the Issuer and the procedure of the Issuer in relation to a delay in publishing confidential information. A notification of a delay in performing the disclosure obligation was submitted to the Polish Financial Supervision Authority on September 25th, 2012. The information the publication of which was delayed reads as follows: "The Management Board of Ciech SA [Issuer], acting pursuant to Article 56 section 1 item 1 of the Act of July 29th, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, reports that on September 24th, 2012 the Issuer and Zakłady Chemiczne Zachem SA [Zachem], a subsidiary of the Issuer, concluded with BASF Polska sp. z o.o. and BASF SE [BASF] a conditional agreement for sale and transfer of intangibles related to TDI production to BASF Polska sp. z o.o. [Agreement for Sale and Transfer of TDI Assets] comprising customer lists, business contracts concerning TDI sale, intellectual property rights to TDI products and technologies as well as know-how related to TDI production. The transaction value amounted to EUR 43 million (about PLN 178.56 million according to the average exchange rate of the National Bank of Poland published on September 24th, 2012). The closure of the sale transaction depends on the fulfillment of the conditions precedent of obtaining necessary approvals and consents, including a consent of the State Treasury, represented by the Minister of State Treasury, required by the provisions of the agreement for the purchase of Zachem shares. The Issuer and Zachem are to fulfil the conditions precedent by December 31st, 2012, while BASF, in the scope of consents of competent antimonopoly authorities, by February 28th, 2013. The Agreement for Sale and Transfer of TDI Assets comprises a non-competition clause in which the Issuer undertook not to engage, indirectly or directly, in developing, marketing, selling or processing TDI for third parties worldwide during three years after the transaction closure date. The non-competition clause also applies to the companies from the Issuer's capital group. As a result of performing the provisions of the Agreement for Sale and Transfer of TDI Assets, the Issuer will discontinue its activities in the segment of TDI production and sale. This will result in a decrease of revenues and an improvement of the Group's operating results." Legal basis: Article 56 section 1 item 1 and Article 57 section 3 of the Act of July 29th, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, as well as § 2 section 1 item 3 of the Ordinance of the Minister of Finance of April 13th, 2006 on types of information which may breach the legitimate interest of the Issuer and the procedure of the Issuer in relation to a delay in publishing confidential information.
Signatures of the Company's representatives : Andrzej Kopeć – Member of the Management Board
Signatures of the Company’s Representatives : Artur Osuchowski – Member of the Management Board
