With reference to current report no. 31/2017 of 5 July 2017 regarding the approval by the Supervisory Board of the Company to take strategic actions for further development of Orzeł Biały S.A., the Management Board of Orzeł Biały S.A. (hereinafter the Company) hereby informs that nn 05.12.2017, at the request made by the Management Board of the Company on the same day, the Supervisory Board of the Company accepted the recommendations presented by ING in the review report on the strategic options available to the Company and consented to the conclusion by the Company of a new mandate agreement with ING. The terms and conditions of the mandate agreement with ING will be consistent with best market practices.
Simultaneously, the Supervisory Board of the Company mandated the Management Board of the Company to take all necessary factual and legal actions to implement ING’s recommendations. As a result, the Management Board of the Company will proceed to stage two of the review process of the strategic options available to the Company. Within this stage, the Company will take standard actions in such processes, including in particular signing confidentiality agreements with prospective investors, initiating discussions with one or more prospective investors, and providing prospective investors with selected information about the Company and its business.
Following the review, ING Bank N.V. London Branch (hereinafter ING) concluded that the failure to take and implement strategic decisions regarding the further development of the Company (i.e. maintaining the status quo) will potentially limit the increase of the Company’s value over a longer period, therefore the Company should consider implementing one of the identified growth options. As part of the review, ING identified two key scenarios that are likely to generate the greatest increase in the value of the Company for all shareholders of the Company: (i) acquisition of a battery scrap wholesales in order to integrate vertically and have greater access to raw materials; or (ii) acquisition of a Company’s competitor in order to increase the scale of Company’s operations. In ING’s opinion, the execution of both scenarios involves significant capital expenditures, therefore, according to ING’s recommendation, the Company should acquire an investor who will be able to provide adequate capital support to the Company in exercising one of the described strategic options. The process may also involve the acquisition by an investor of 100% of the Company’s share capital through a public tender process.
The Company is committed to inform the market on any material further actions arising from the review of the strategic options, according to current regulation.
Confidential Information under Article 17.1 of the MAR Regulation.
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