Current report no : 32/2013
Report date : 11/5/2013
Abbreviated name : Ciech SA
Subject : Conclusion of significant agreements – acquisition of shares in a subsidiary and contribution in kind to the subsidiary
Legal basis : Art. 56 sec. 1 point 2 of the Act on Offering – current and periodical information
Report :
CIECH S.A. (hereinafter also referred to as the “Issuer”, the “Company”) announces that on 4th November 2013, the Extraordinary General Meeting of Verbis ETA Spółka z ograniczoną odpowiedzialnością S.K.A., with its registered office in Warsaw (hereinafter “Verbis ETA S.K.A.”) – the Issuer’s subsidiary – adopted a resolution to increase the share capital of Verbis ETA S.K.A. from PLN 50,000.00 (fifty thousand) to the amount of PLN 1,050,000.00 (one million fifty thousand), i.e. by PLN 1,000,000.00 (one million) through an issue of 100,000 (one hundred thousand) ordinary registered B-series shares, numbered from 000001 to 100000, with a nominal value PLN 10.00 (ten) each (hereinafter “the Shares") and a total nominal value of PLN 1,000,000 (one million).
According to the above-mentioned resolution, all the Shares will be acquired in a private placement addressed to CIECH S.A.
CIECH S.A. is the sole shareholder of Verbis ETA S.K.A and the sole shareholder of Verbis ETA Sp. z o.o., which is the sole general partner of Verbis ETA S.K.A.
The issue price of the Shares has been fixed at PLN 1,658.10 (one thousand six hundred fifty-eight 10/100) per share. The total issue price of the Shares is PLN 165,810,000.00 (one hundred sixty-five million eight hundred and ten thousand) (hereinafter "the Issue Price").
The Shares will be acquired by CIECH S.A. in exchange for a contribution in kind, valued by an independent auditor at a total of PLN 165,810,000.00 (one hundred sixty-five million eight hundred and ten thousand), which includes the following assets and proprietary rights (hereinafter "the Contribution in Kind"):
In order to achieve the foregoing, on 4th November 2013, the Issuer concluded the following agreements with Verbis ETA S.K.A.:
In consequence of the acquisition of the Shares, the Issuer’s share in the capital of Verbis ETA S.K.A. shall not change.
The bringing to Verbis ETA S.K.A. of the aforementioned Contribution in Kind shall constitute an element of ordering the Issuer’s shares as part of the conducted restructuring programme of the Ciech Group, which anticipates efforts to increase the effectiveness of actions in all areas of business activity, including the area of management of intangible assets.
In the opinion of the Issuer, the conclusion of the above agreements will have no relevant impact on its financial and property situation.
The agreements are not concluded subject to any condition or term and do not include contractual penalty clauses or conditions different from those commonly used in this type of contracts.
The criterion for considering the agreement to be significant: § 2 section 1 point 44 letter a) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (...) - the subject of each of the aforementioned agreements has a value of at least 10% of the equity capital of the Issuer.
Legal basis: Article 56 section 1 point 2 of the Law of 29 July 2005 on Public Offering and […] on Public Companies, and § 5 section 1 point 3 and § 9 with reference to § 2 section 1 point 44) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information […].
Type of occurrence: § 5 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information […] - conclusion of a significant agreement.
Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board