Current report no : 75/2014
Report date : 12/24/2014
Abbreviated name : Ciech SA
Subject : Conclusion of a significant agreement and acquisition of assets of a significant value by subsidiaries of CIECH S.A.
Legal basis : Art. 56 section 1 point 1 and point 3 of the Act on Offering – current and periodic information
Report :
Ciech S.A. (hereinafter also referred to as "the Issuer" or "the Company") hereby announces that on 23 December 2014, the Extraordinary Shareholders' Meeting of the Issuer's subsidiary, operating under the business name of: "CERIUM" spółka z ograniczoną odpowiedzialnością Spółka Komandytowo-Akcyjna, with a registered office in Warsaw, number of entry in the National Court register KRS 0000477584 (hereinafter "CERIUM S.K.A."), adopted a resolution regarding an increase in the share capital of CERIUM S.K.A. from the amount of PLN 50,000.00 (fifty thousand) to the amount of PLN 1,418,625.00 (one million four hundred eighteen thousand six hundred twenty-five), i.e. by the amount of PLN 1,368,625.00 (one million three hundred sixty-eight thousand six hundred twenty-five), by means of an issue of 1,368,625 (one million three hundred sixty-eight thousand six hundred twenty-five) of ordinary registered shares of the B series, numbered from B0000001 to B1368625, with a face value of PLN 1.00 (one) each (hereinafter "the Shares") and a total face value of PLN 1,368,625.00. A total issue price of the Shares was established at the amount of PLN 136,862,592.00 (one hundred thirty-six million eight hundred sixty-two thousand five hundred ninety-two) gross (hereinafter "the Issue Price").
The Issuer is the sole shareholder of Soda Polska Ciech S.A., and Soda Polska Ciech S.A. is the sole shareholder of CERIUM S.K.A. and the sole shareholder of CERIUM Sp. z o.o., which, in turn, is the sole general partner of CERIUM S.K.A
All the Shares shall be taken in the procedure of a private subscription addressed to Soda Polska Ciech S.A. The Shares shall be taken by Soda Polska Ciech S.A. in exchange for a non-pecuniary contribution, valued by a chartered accountant at PLN 136,862,592.00 (one hundred thirty-six million eight hundred sixty-two thousand five hundred ninety-two), in the form of an ownership title to moveable property constituting machines and equipment of the production plant of Soda Polska Ciech S.A., located in Janikowo and Inowrocław (hereinafter "the Non-Pecuniary Contribution").
Soda Polska Ciech S.A. concluded, on 23 December 2014, the following agreements with CERIUM S.K.A.:
The agreements do not stipulate a term or deadline and they do not contain any provisions concerning contractual fines or any terms and conditions which would differ from the conditions applied in the commonly applied in this type of agreements.
Member of the Management Board of the Issuer – Mr Artur Osuchowski - is, at the same time, Member of the Supervisory Board of Soda Polska Ciech S.A. The Shares taken by Soda Polska Ciech S.A. in the share capital of CERIUM S.K.A. constitute 96.47% thereof. Soda Polska Ciech S.A. shall hold 1,148,625 shares, which shall constitute 100% of the shares in the share capital of CERIUM S.K.A. and shall give a right to 1,148,625 votes at the General Shareholders' Meeting of the company. The Shares taken by Soda Polska Ciech S.A. have a character of a long-term capital investment.
The assets acquired by CERIUM S.K.A. are used by Soda Polska Ciech S.A. to manufacture soda. CERIUM S.K.A. intends to derive financial benefits from the acquired assets by making the same available to the companies from the CIECH Group, under a leasing agreement. Such assets may then be rented/leased/let to Soda Polska Ciech S.A. which will use the same in its production process.
The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter a) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – the value of each of the aforementioned agreements is with at least 10% of the equity capital of the Issuer.
Criterion for considering the assets to be assets of a signifciant value: § 2 section 1 point 45 letter a) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – the value of the sold assets amounts to at least 10% of the equity capital of the Issuer.
Legal basis: Art. 56 section 1 point 2 of the Act of 29 July 2005 on Public Offering (…) and § 5 point 1 and 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 on current and periodic information (…) – conclusion of a significant agreement and acquisition of assets of a significant value.
Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board
