2017

2017.02.20
The Management Board of Orzeł Biały S.A. hereby makes known in the attachment, in connection with the procedure of merging the Issuer with Helidor Sp. z o.o.,  the second notification to the shareholders about the intention to merge.

The Management Board of Orzeł Biały S.A. (“The Issuer”, “The Company”) hereby submits the position of the Management Board of the Company regarding a Tender Offer  by NEF Battery Holdings S.a.r.l. announced on January 23, 2017 to subscribe for the sale of shares  of the Company along with the opinion of an external entity, Acropolis Advisory Marcin Anklewicz.

The Management Board of Orzeł Biały S.A. (The Company) hereby encloses the contents of the announcement on convening the Extraordinary General Meeting of Orzeł Biały S.A. for  02.02.2017 at 11.00 AM at headquarters  of the Company at Piekary Śląskie, along with the agenda, draft resolutions with justifications, planned changes to the  Articles of Association of the Company and draft harmonised wording of the  Articles of the Company.

At the same time, the Management Board  of the Company hereby announces that on 2.02.2017 the Supervisory Board gave its positive opinion on the contents of resolutions to be deliberated on at the Extraordinary General Meeting.
Legal basis:
Art. 398, 4021, 4022 and 4023 CCC and the MFR WSE § 38 Para. 1 Cl. 1, 2 and 3
2.02.2017

Based on the resolution of the Management Board of Orzeł Biały S.A. based at Piekary Śląskie (41-946) at ul. Harcerska 23, entered into the Companies Register of the National Court Register carried with the District Court in Gliwice, 10th Commercial Division of the National Court Register, under 0000099792, dated 1 February 2017, the Management Board hereby publishes by making available to the public, pursuant to Art. 500 § 2 (1) of the Commercial Companies Code Act of 15 September 2000 (and thus waives the announcement in Monitor Sądowy i Gospodarczy) that on 1 February 2017 the merger plan of Orzeł Biały S.A based at Piekary Śląskie with Helidor sp. z o.o. based in Wrocław was agreed, adopted and signed with the following content:

01.02.2017

The Management Board of Orzeł Biały Spółka Akcyjna based at Piekary Śląskie, ul. Harcerska 23, 41-946 Piekary Śląskie, entered into the Companies Register of the National Court Register carried with the District Court in Gliwice, 10th Commercial Division of the National Court Register, under KRS 0000099792, tax identification number NIP: 6260003139, REGON: 270647152, share capital: PLN 7,159,779.07 fully paid up (hereinafter: “The Company”), acting pursuant to Art. 504 § 1 and 2 of the Commercial Companies Code Act of 15 September 2000 (i.e. Law Journal of 2016, Item 1578, hereinafter: “CCC”), in conjunction with Art. 402¹ CCC, hereby announces for the first time the planned merger of the Company with Helidor spółka z ograniczoną odpowiedzialnością based in Wrocław, ul. Powstańców Śląskich 2-4/XI p., 53-333 Wrocław, entered into the Companies Register of the National Court Register carried with the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, under KRS 0000456298, Tax Identification Number NIP: 8971788816, REGON: 022109085, share capital: PLN 50,000.00 (hereinafter: “Spółka Helidor”), (hereinafter: “The Merger”).
1.02.2017

Orzeł Biały S.A. (the Company), involved in the purchase and processing of battery scrap, and its main shareholder – NEF Battery Holdings S.a.r.l. (The Tenderer) – will acquire the shares of the Company in the Tender Offer. The offered price is PLN 8.65 per share.

ORZEŁ BIAŁY S.A. CONCLUDED AN AGREEMENT WITH THE MAJORITY SHAREHOLDER NEF BATTERY HOLDINGS S.A.R.L. (“THE SHAREHOLDER”) IN THE AREA OF CO-OPERATION IN PURCHASING SHARES  OF THE COMPANY REPRESENTING 39.45% OF THE  EQUITY CAPITAL  OF THE COMPANY AND IN PROVIDING SUPPORT IN THE REPURCHSE FINANCING OF OWN SHARES. TO THIS END, A CALL WILL BE ANNOUNCED AT PLN 8.65 PER SHARE