The conclusion of a preliminary contract for sale of a subsidiary

Current report no : 7/2013
Report date : 1/31/2013
Abbreviated name : Ciech SA
Subject : The conclusion of a preliminary contract for sale of a subsidiary
Legal basis : Art. 56 section 1 point 1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies – confidential information 


The Management Board of Ciech SA [the „Issuer”] hereby announces that on January 31, 2013 the Issuer and Alwernia Invest Sp. z o.o. entered into a preliminary contract for sale of 2 277 431 shares representing 99.62% of the share capital of the Issuer’s subsidiary, Zakłady Chemiczne Alwernia with its registered seat in Alwernia.

The preliminary share sale contract is conditional and depends on consent of UOKiK (Office of Competition and Consumer Protection) and repayment of loans to the Issuer accounting for approximately PLN 14.2 million. The share sale price accounts for USD 13.4 million (approximately PLN 41.4 million). The part of the price will be split into instalments including the interests for deferred payments.

Zakłady Chemiczne Alwernia is phosphate and chrome compound manufacturer in Poland. The company also manufactures agricultural and horticultural fertilisers. ZCh 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.

Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board 

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