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 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
The agreement was concluded in connection with the resolution of the Ordinary General Meeting of May 29, 2015, which authorised the Company to acquire its own shares for redemption in the total number of not more than 6,566,261 shares, which constitute approximately 39.45% of the share capital of the Company, and obliged the Management Board og the Company to comply with the provisions of said Resolutions by 31 December, 2017.
Due to the fact that the repurchase of shares by the Company may be financed mainly from funds obtained from a bank loan and that the requirements set by banks for securing such financing by, among others, the shares of the Company held by the Shareholder, the operation of buying back the shares requires the support on part of NEF Battery Holdings S.a.r.l.
In addition, the implementation of the General Meeting Resolution could result in the majority Shareholder who currently controls 60.55% shares of the Companyto indirectly exceed the threshold of 66% of the total number of votes in the Company, and, thus, in the need to announce a tender offer to subscribe to the sale of or exchange of all remaining shares of The Company.
Due to the above circumstances, the Management Board of the Company entered into talks with the Shareholder and, taking into account the intention of the Shareholder raised during talks, i.e. to increase its shares in the Company and, in the case of acquisition of an adequate block of shares, also to delist shares from the WSE, concluded the Agreement with NEF Battery Holdings S.a.r.l. in the scope of cooperation and co-financing the shares of the Company. The agreement provides, inter alia:
1. The purchase of shares will take place as part of the Tender Offer announced by the Shareholder.
2. The Tender Offer will be announced for all remaining shares in the Company (i.e. ones held by entities other than the Shareholder) in the total number of 6,658,261, representing 39.45% of the share capital and the total number of votes (hereinafter “The Shares”).
3. The price for one Share in the Tender Offer shall be PLN 8.65, which corresponds to the maximum price at which the Company may buy back shares in accordance with the Ordinary General Assembly Resolution of 29 May, 2015.
4. The Company and The Shareholder shall be the entities purchasing the Shares under the Tender Offer and shall acquire the Shares in the Tender Offer as follows:
4.1. The Company shall be the first to acquire the Shares, but not more than 4,161,849 Shares;
4.2. The Shareholder shall acquire the remaining shares covered by the subscriptions (i.e. over 4,161,849).
5. In addition, the Agreement includes a declaration and commitment of the Shareholder to establish a registered pledge and financial security on the shares of the Company held by the Shareholder in order to secure the receivables of the bank, which is to grant a loan to the Company for the repurchase of own shares under the Tender Offer.
Orzeł Biały is a market leader of refined lead manufacturers in Poland and the largest company specialising in the recycling of used lead-acid batteries. The Company supplies its products to major corporations involved in the production of batteries used mostly in the automotive industry.
NEF Battery Holdings S.a.r.l. has been the majority shareholder of the Company since 2008.