Ciech

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Current Report No. 45/2019

Plan for the division of a subsidiary of the Issuer

Current Report No.: 45/2019

Date of preparation:
 31.10.2019

Abbreviated name of the Issuer: CIECH S.A.

Legal basis: Art. 17.1 of the MAR – inside information

Subject: Plan for the division of a subsidiary of the Issuer

Text of the report:

In reference to Current Report No. 34/2018 of 5 December 2018, in which CIECH S.A. (the "Issuer" or "Company") informed on the adoption of the CIECH Group’s Strategy for 2019-2021 (the “Strategy”), Current Report No. 8/2019 of 19 March 2019, in which the Company advised on the initiation of a detailed review of options in terms of changes in the corporate and organisational structure and the structure of assets of the CIECH Group, and Current Report No. 42/2019 of 11 October 2019, in which the Company informed on the commencement of the review of strategic options with regard to the business unit of Resins, the Company herewith informs that on 31 October 2019, the Management Board received information on the decision made by direct subsidiaries of the Issuer, i.e. CIECH Sarzyna S.A. (“CIECH Sarzyna”) and CIECH Żywice sp. z o.o. (“CIECH Żywice”), to adopt the plan for the division of CIECH Sarzyna by transferring the business unit of Resins (the "BU Resins") to CIECH Żywice (the "Division Plan").

As part of the Division Plan, the division of CIECH Sarzyna was agreed by separating BU Resins to CIECH Żywice, as a result of which CIECH Sarzyna will become a sub-holding company within the Business Unit Agro ("BU Agro"), and CIECH Żywice will become a separate company within BU Resins.

The adoption of the Division Plan is aimed at achieving the main goal under the Strategy, i.e. creating an effective and diversified chemical holding generating long-term positive value for shareholders. The Division Plan enables further steps as part of the review of strategic options that has been initiated for BU Resins.

The Division Plan is subject to approval by the General Meeting of Shareholders of CIECH Sarzyna and the General Meeting of Shareholders of CIECH Żywice respectively. The exact date of the division (separation) depends on the relevant entries in the Register of Entrepreneurs of the National Court Register, which is beyond control of the Company and the companies participating in the division.

The Division Plan is available on the websites: www.ciechzywice.pl and www.ciechagro.pl.

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).

Signatures of the persons representing the Company: 

Dawid Jakubowicz – President of the Management Board

Mirosław Skowron  – Member of the Management Board


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