Ciech

Szukaj
WCAG A A A

CURRENT REPORTS

Conclusion of significant agreements – acquisition of shares in a subsidiary and contribution in kind to the subsidiary

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"):

  1. the right under an application for the granting of a protection right concerning the word and figurative "Trading Ciech" trademark, filed with the Patent Office of the Republic of Poland under No. 414074,
  2. the protection  right to the word and figurative "SÓL Kujawska naturalnie czysta" trademark,  registered by the Patent Office of the Republic of Poland under number 205534,
  3. the protection right to the word "Ciech" trademark,  registered by the Patent Office of the Republic of Poland under number 47744, and the corresponding protection rights granted by 18 foreign Patent Offices,
  4. the protection right to the word and figurative "Ciech" trademark,  registered by the Patent Office of the Republic of Poland under number 101456, and the corresponding protection  rights granted by 12 foreign Patent  Offices, as well as the right under international registration No. IR 696802 granted by the World Intellectual Property Organization (WIPO) in Geneva,
  5. the protection right to the word and figurative "Ciech" trademark,  registered by the Patent Office of the Republic of Poland under number 244665,
  6.  economic copyrights and neighbouring rights to works, in particular to  word marks, figurative marks as well as word-and-figurative marks registered as the aforementioned trademarks;
  7. a perpetual usufruct right to the real estate situated in Warsaw, at the corner of Elbląska, Krasińskiego and Powązkowska Streets, with a surface area of 9,583 sq. m., for which The District Court for Warsaw Mokotów in Warsaw, Sixth Land Registry Department, keeps land and mortgage registers numbered WA1M/00193369/7 and WA1M/00287974/7 (hereinafter "the Real Estate").

In order to achieve the foregoing, on 4th November 2013, the Issuer concluded the following agreements with Verbis ETA S.K.A.:

  1. A share acquisition agreement, whereby the Issuer acquires the Shares for the Issue Price, the latter to be paid by the Issuer by means of the Contribution in Kind to Verbis ETA S.K.A;
  2. A share transfer agreement, whereby the Issuer shall bring to Verbis ETA S.K.A the Contribution in Kind to cover the Issue Price of the Shares in connection with the conclusion of the share acquisition agreement.

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 


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