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MESSAGE (ENGLISH VERSION) | |
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Pursuant to Article 5 par.1 point 1 and Article 5 par. 1 point 3 of the
Regulation of the Minister of Finance of 19 February 2009 on Current and
Periodic Information Published by Issuers of Securities and the
Conditions for Considering as Equivalent the Information Required by the
Provisions of Law of a Country not being a Member State, the Management
Board of Ciech S.A. (“Issuer”) announces that on XX an agreement for the
sale of assets of a significant value was signed. The parties to the
agreement are the Issuer’s subsidiaries as defined by applicable
accounting regulations: Janikowskie Zakłady Sodowe JANIKOSODA S.A. with
its registered office in Janikowo and Inowrocławskie Zakłady Chemiczne
SODA MĄTWY S.A. with its registered office in Inowrocław (together, the
“Subsidiaries”), and Gothaer Finanzholding AG, a joint-stock company
established under German law, with its registered office in Cologne,
50969 Cologne, Arnoldiplatz 1 (holding company) (the “Purchaser”). There
are no links between the managers and supervisors of the Issuer and the
Purchaser.
The subject matter of the agreement is 15,003,180 (fifteen million three
thousand one hundred and eighty) shares in the share capital of Polskie
Towarzystwo UbezpieczeÅ„ SpóÅ‚ka Akcyjna (“PTU”), constituting a total of
45.42 per cent of the share capital and 46.12 per cent of the total
number of votes at the general meeting of shareholders.
As at 31 December 2009, the balance-sheet value of the long-term
financial investment in PTU was PLN 34.4 million. The nominal value of
one share in PTU is PLN 2.
Details of the blocks of shares of PTU held by the Subsidiaries:
Janikowskie Zakłady Sodowe JANIKOSODA S.A.:Number of shares:
7,500,012Percentage of share capital: 22.707 per cent.Percentage
of votes at the General Meeting: 23.056 per centNominal value of
shares: PLN 15,000,024
Inowrocławskie Zakłady Chemiczne SODA MĄTWY S.A.:Number
of shares: 7,503,168Percentage of share capital: 22.716 per centPercentage
of votes at the General Meeting: 23.061 per centNominal value of
shares: PLN 15,006,336
Preliminary selling price: PLN 136,270,000
The Share Sale Agreement was concluded under conditions precedent, the
fulfilment of which shall cause ownership of the shares to be
transferred to the Purchaser on the Closure Date (conditional
disposition).
Maximum Duration of the Agreement – until 30 June 2011.
Conditions precedent:1. Approval from the appropriate anti-monopoly
authorities (if necessary), the European Commission and the German
financial supervision authority;2. No objection to the Transaction
from the Polish Financial Supervision Authority;3. Notification to
the Polish Financial Supervision Authority from the Sellers that they
intend to sell the shares;4. Approval for the Share Sale by the
Supervisory Board of Polskie Towarzystwo Ubezpieczeń,5. Receipt
of tax declarations by Polskie Towarzystwo Ubezpieczeń S.A. and the
presentation of these declarations to the Purchaser;6. Approval of
conclusion of the Share Sale Agreement and of the terms and conditions
thereof by the Purchaser’s Supervisory Board.
On the Closure Date, the shares shall be transferred to the Purchaser
(Release Report and release) and the Purchaser shall pay the purchase
price in an amount resulting from an adjustment of the price under the
terms of the Agreement.
According to the standards that apply to this type of transaction, the
Agreement contains representations and warranties by the Sellers not
only about their status and their title to the shares, but also about
the condition of the business of Polskie Towarzystwo Ubezpieczeń S.A.
(liability does not cover information that has been disclosed).
The Agreement provides for contractual penalties:
Either party may pay a maximum contractual penalty of PLN 13,630,000 for
wilful actions, especially if they result in non-fulfilment of the
conditions precedent.
Moreover, in the event of a contractual breach by the Sellers through
their own fault which affects the condition of Polskie Towarzystwo
Ubezpieczeń S.A. during the period between the signing of the Agreement
and the Closure Date, the Purchaser may rescind the Agreement and demand
that the Sellers pay a contractual penalty of PLN 13,630,000.
The value of assets in excess of 10 per cent of the equities of Ciech
S.A. has been accepted as the criterion by which assets are considered
assets of significant value.
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