Current report no : 38/2013
Report date : 12/17/2013
Abbreviated name : Ciech SA
Subject : Conclusion of a significant agreement by the Issuer’s subsidiaries – earlier purchase of the power station by KWG
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 today (17th December 2013) KWG-Kraftwerksgesellschaft Staßfurt mbH, with a registered office in Staßfurt (“KWG”), and Sodawerke Staßfurt GmbH & Co. KG, with a registered office in Staßfurt („SWS”) – the Issuer’s indirect subsidiaries – concluded a heating power station purchase agreement (“the Agreement”) with VASA Kraftwerke-Pool GmbH & Co. KG, with a registered office in Staßfurt (“VASA”).
The subject matter of the Agreement is purchase by KWG from VASA of a power plant and associated rights (the "Power Plant"), with effect from 1 January 2014. Currently, KWG uses the Power Plant under the lease agreement with VASA, the conclusion of which was notified by the Issuer in current report No. 74/2011 of 23rd December 2011 and in the current report No. 6/2012 of 2nd February 2012 (the "Lease Agreement").
The purchase price of the Power Plant was set at EUR 51,300,000.00 (fifty-one million three hundred thousand euros), which, according to the average exchange rate announced by the National Bank of Poland as of 17th December 2013 (4.1788), constitutes the equivalent of the amount of PLN 214,372,440.00 (two hundred fourtneen million three hundred seventy-two thousand four hundred forty-four). According to the Agreement, the purchase price is due and payable by 30th December 2013, 12:00 a.m., to the bank account specified in the Agreement.
Furthermore, according to the Agreement, KWG and VASA mutually undertook to withdraw any litigation against each other, pending before the District Court in Magdeburg in matters concerning the settlements connected with the execution of the Lease Agreement.
The other provisions of the Agreement do not differ from the conditions commonly used in this type of contracts.
The Agreement is not concluded subject to any condition or term and does not include contractual penalty clauses.
As a result of the conclusion of the Agreement, subject to payment of the purchase price in accordance with the terms of the Agreement, the Lease Agreement shall expire on 1st January 2014.
KWG is a subsidiary of SWS (100% stake), which is a subsidiary of Sodawerk Holding Staßfurt GmbH (100% stake, including 82.3% stake directly, and 17.7% stake indirectly) (“SHS”), and SHS is a subsidiary of Soda Deutschland Ciech GmbH, with a registered office in Staßfurt (100% stake), which is the Issuer's subsidiary (100% stake), and therefore the Issuer indirectly holds 100% stake in the share capital of KWG.
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
