Ciech

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Current report no. 48/2015

Transfer agreement of future amounts receivable

Current report no. 48/2015

Date of drawing-up the report: 18 December 2015

Abbreviated name of Issuer: Ciech S.A.

Subject: Transfer agreement of future amounts receivable

Legal basis: Art. 56 section 1 point 2 of the Act on Offering – current and periodic information

With reference to current report no. 30/2015 of 4 September 2015, report no. 32/2015 of 2 October 2015 and report no. 33/2015 of 5 October 2015, the Management Board of Ciech S.A., with a registered office in Warsaw (“the Issuer” or “the Company") announces that on 17 December 2015, a transfer agreement was concluded of future amounts receivable (“Transfer Agreement”) between companies which are direct or indirect subsidiaries of the Issuer - CIECH Cerium sp. z o.o. sp. k. in Warsaw (“CIECH Cerium” or “the Transferor”) and CIECH Soda Romania S.A. in Romania (“CSR”) and the Issuer.

The object of the Transfer Agreement is transfer of future amounts receivable (claim) for reimbursement by CSR of the contribution made by the Transferor as payment for 1,655,137,440 shares in an increased share capital of CSR (current report no. 32/2015 of 2 October 2015), to a total value of RON 413,784,360.00 (constituting the equivalent of PLN 393,336,730.13, according to the accounting books of CIECH Cerium). 

The above amount receivable shall become payable within 90 days of the date of possible revocation or otherwise cancellation of the increase of the share capital of CSR, as referred to above, in consequence of the suit lodged by minority shareholder of CSR - S.C. CET Govora S.A. in Romania (“CET”) to the Valcea County Tribunal in Romania  for revocation of a resolution of the Shareholders’ Meeting of 4 September 2015 regarding an increase in the share capital (current report no. 33/2015 of 5 October 2015).

The transfer agreement was concluded in connection with the sale agreement concluded on 17 December 2015 regarding 2,073,813,450 shares of CSR (including 1,655,137,440 shares taken in consequence of the aforementioned increase of the share capital of CSR) by CIECH Cerium to the benefit of the Issuer, to a tital amount of PLN 111,000,000.00. 

The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter b) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – the value of the agreement exceeds 10% of the value of revenues from sale of the capital group of the Issuer for a period of the last four financial quarters.

Legal basis: Art. 56 section 1 point 2 of the Act of 29 July 2005 on Public Offering (…) and § 5 section 1 point 3 and § 9, with reference to § 2 section 1 point 44 letter b) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (…).

Signatures of the Company's representatives:

Maciej Tybura – President of the Management Board
Artur Osuchowski – Member of the Management Board


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