Signing an annexe to a significant agreement concluded by the Issuer

Current report no : 45/2012
Report date : 10/31/2012
Abbreviated name : Ciech SA
Subject : Signing an annexe to a significant agreement concluded by the Issuer
Legal basis : Article 56 section 1 item 2 of the Act on the Offering – current and interim information

Report : 

The Management Board of Ciech SA [Issuer] reports that on October 30th, 2012 the Issuer and the State Treasury signed an annexe to the Agreement for sale of shares of Zakłady Chemiczne Zachem SA [Zachem] of March 29th, 2006 [Privatisation Agreement], on the conclusion of which the Issuer reported in current report no. 27/2006 [Annexe].

Pursuant to the Privatisation Agreement, the Issuer undertook to perform guaranteed investments in Zachem in the amount of PLN 176,120 thousand. Guaranteed investments were completed on June 30th, 2012 and the guaranteed investments performed as of that day amounted to PLN 176,130 thousand. Signing the Annexe will enable final settlement of the performance by the Issuer of all the obligations under the Privatisation Agreement, including the performance of guaranteed investments in Zachem.

Pursuant to the Annexe and the agreement concluded by the Issuer and Zachem the content of which constitutes an integral part of the Annexe, the Issuer undertook to:

• increase the share capital of Zachem by PLN 230,000 thousand through an acquisition of a new issue in the increased share capital of Zachem (the Issuer reported on increasing the share capital of Zachem in current report no. 38/2012), and
• finance employee obligations with respect to the employees of Zachem to the maximum amount of PLN 33,600 thousand and finance remedying damage in the natural environment with respect to properties owned or held by Zachem to the maximum amount of PLN 29,300 thousand provided that (i) an event occurs in the form of declaring bankruptcy, liquidation or discontinuation of Zachem over 12 months from the submission of the final report of the buyer, and (ii) it is impossible to satisfy the above-mentioned obligations in full or in any part by Zachem or from the assets of Zachem in the course of bankruptcy or liquidation proceedings. Financial claims on these accounts may be pursued by way of a written demand, appropriately substantiated and documented, delivered by the authorised party within 60 months from the date of bankruptcy, liquidation or discontinuation of Zachem.

Pursuant to the Annexe, the performance of obligations under the Privatisation Agreement will be finally completed upon the registration of an increase of the share capital of Zachem while the final report of the buyer on the performance of guaranteed investments will be submitted as of June 30th, 2012 – in the scope of the performance of financial obligations, while in the scope of other obligations – as of the last day of the month during which the last obligation under the Privatisation Agreement was performed. 
Legal basis: Article 56 section 1 item 2 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 § 5 section 1 item 3 of the Ordinance of the Minister of Finance of February 19th, 2009 on Current and Periodic Information Provided by Issuers of Securities and the Conditions of Recognising as Equivalent Information Required by the Law Provisions of a Country which is not a Member State.
 
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 

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