Ciech

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CURRENT REPORTS

Zawarcie znaczącej umowy przez spółki zależne – sprzedaż praw do znaków towarowych

Current report no : 33/2013
Report date : 11/5/2013
Abbreviated name : Ciech SA
Subject : Conclusion of a significant agreement by subsidiaries - the sale of rights to trademarks
Legal basis : Art. 56 sec. 1 point 2 of the Act on Offering – current and periodic information 

Report :

CIECH S.A. (hereinafter also referred to as “the Issuer" or “the Company") announces that it gained knowledge that on 4th November 2013, Verbis ETA Spółka z ograniczoną odpowiedzialnością S.K.A., KRS 0000434577 (hereinafter "Verbis ETA S.K.A.") and Turia Sp. z o.o., with a registered office in Warsaw, KRS 0000473551 (hereinafter "Turia Sp. z o.o.") – the Issuer’s subsidiaries – concluded an asset transfer agreement, according to which Verbis ETA S.K.A. sells to Turia Sp. z o.o. the following assets and intellectual property rights (hereinafter “the Transferred Assets"):

  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,
    (hereinafter jointly referred to as “Trademarks”),
  6. any rights, including economic copyrights and rights to give permits for exercise of derivative rights to word marks, figurative marks as well as word-and-figurative marks constituting the whole or individual elements of the Trademarks.

The Remuneration (Sale Price) for the Transferred Assets has been set at PLN 144,973,000.00 (one hundred forty-four million nine hundred seventy-three thousand) net.

Under the agreement, the Sale Price will be paid by 8 November 2013, to bank account of Verbis ETA S.K.A., provided however that the Parties may stipulate another method of payment of the Sale Price by means of a separate agreement.

The conclusion of the aforementioned agreement shall affect the crediting of the assets towards the deferred tax, as disclosed in the consolidated statement of the Issuer, which will be calculated on the basis of a difference between the value from valuation for the needs of sale of the Transferred Assets and their book value, as specified in the tax registers of Verbis ETA S.K.A.

The transaction of sale of the Transferred Assets constitutes an element of the restructuring programme conducted within 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.

The agreement is not concluded subject to any condition or term and does not include contractual penalty clauses or conditions different from those commonly used in this type of contracts.

CIECH S.A. is the sole shareholder of Verbis ETA S.K.A. and the sole shareholder Verbis ETA Sp. z o.o., which is the sole general partner of Verbis ETA S.K.A.

Turia Sp. z o.o. is a subsidiary of Ciech Finance Sp. z o.o., with a registered office in Warsaw (KRS 0000246747), which is Issuer's subsidiary (100% stake), and therefore the Issuer holds indirectly 100% of shares in Turia Sp. z o.o.

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 the agreement 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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