Current report no.: 22/2018 

Date of preparation: 2018-07-26

Abbreviated name of the Issuer: CIECH S.A.

Subject: Closing of the acquisition of 100% of the shares of Proplan Plant Protection Company, S.L.

Legal basis: Art. 17. 1 of the MAR – Inside Information

Contents of the report:

In connection with the current report No. 12/2018 dated 28 May 2018, the Management Board of CIECH S.A. (the “Company” or the “Issuer”) informs that on 26 July 2018 all the conditions precedent under the sale and purchase agreement dated 28 May 2018 (the “Transaction”) were completed as a result of which the Company acquired 25,000 shares representing 100% of share capital of Proplan Plant Protection Company, S.L. (“Proplan”, “Proplan Shares”). 

The Transaction includes also 6,250 shares representing 25% of the share capital of Proplan (the “Additional Shares”) which were subject to put and call options, however the parties decided to include the Additional Shares into the closed Transaction. In order to implement the foregoing, the sale and purchase agreement dated 28 May 2018 was replaced by a sale and purchase agreement dated 26 July 2018.

Closing of the Transaction by way of acquisition of all the Proplan Shares took place by means of a transfer deed that was executed on 26 July 2018. The purchase price for the Proplan Shares was EUR 44,615,188.00, provided that an amount equivalent to EUR 4,461,518.80 of the purchase price shall be deferred and paid in equal instalments between 2019 and 2022. 

The Issuer informs, that Supervisory Board of the Company granted the consent for the conclusion of the Transaction regarding the acquisition of 100 % of the share capital of Proplan.

Legal basis: Article 17.1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union L No. 173, p. 1) (the “MAR”).

Signatures of individuals representing the company:

Maciej Tybura – President of the Management Board
Krzysztof Szlaga – Member of the Management Board