Closing of the sale transaction of a subsidiary - the signing of the promised agreement for sale of shares

Current report no : 29/2013
Report date : 7/25/2013
Abbreviated name : CIECH
Subject : Closing of the sale transaction of a subsidiary - the signing of the promised agreement for sale of shares
Legal basis : Art. 56 section 1 item 1 of the Act on Public Offer


In reference to Current Report No. 7/2013 of January 31, 2013 on the conclusion of a preliminary contract for sale of a subsidiary by the CIECH S.A. (“Issuer”), Issuer hereby announces that all conditions precedent described in the preliminary contract for sale of the Issuer’s subsidiary (Alwernia Chemical Plant) which was entered into on January 31, 2013 (“Preliminary Contract”), had been realized on July 25, 2013, and in consequence the Issuer and Alwernia Invest Sp. z o.o. with its seat in Alwernia (“Alwernia Invest”) signed final agreement for sale of 2,277,431 shares representing 99.62% of the share capital Alwernia ("Final Contract").

The conclusion of the Final Contract is the execution of the obligation under the Preliminary Contract.
Sale price of the Alwernia's shares has been set at USD 13.4 million.
The disposing effect of the Final Contract was dependent to payment of the first part of the sale price of shares in the amount of approximately USD 6.7 million and the repayment of a company loan Alwernia by the Issuer of approximately PLN 14.2 million. These conditions have also been met on July 25, 2013, in conjunction to what, the property of shares was transferred to Alwernia Invest. 
The rest of the sale price will be paid into 7 (seven) annual installments including interest for deferred payments, with option of early repayment.

Alwernia is phosphate and chrome compound manufacturer in Poland. The company also manufactures agricultural and horticultural fertilisers. Alwernia’s products are used, in particular, in production of washing agents, tanning industry, food and meat industry, paint and varnish production, horticulture and agriculture. 
Alwernia Invest Sp. z o.o. is special purpose vehicle controlled by Kermas Group, which manufactures and distributes ferrochrome and chrome chemicals.

Legal basis: Article 56 section 1 item 1 and section 5 of the Act of July 29, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies


Signatures of the Company’s Representatives : Artur Osuchowski – Member of the Management Board, Andrzej Kopeć – Member of the Management Board 

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