The Management Board of Orzeł Biały S.A. (“The Issuer”, “The Company”) hereby announces that, with reference to the current report 5/2017 dated 20 January 2017 wherein it informed about the conditional decision made by the Company involving the purchase of own shares with the aim to retire them (hereinafter “The Decision“), it concluded an agreement with the majority shareholder NEF Battery Holdings S.a.r.l. („The Shareholder”) in terms of cooperating in the Company’s share buy-back scheme and of The Shareholder supporting The Company in financing thereof (“The Agreement”).
The agreement was concluded due to the fact that the Annual General Meeting Resolution No. 21 of 29 May 2015 authorised the Company to acquire own shares for redemption/retirement and authorised the Management Board to take factual and legal actions for the implementation of the said resolution by 31 December 2017.
The AGM authorization includes the shares buy-back in the total number of not more than 6,568,261 shares, which represent approximately 39.45% of the share capital of the Company.
In order to accomplish the said Resolution, the Company embarked on discussions with the banks in order to obtain financing for the shares buy-back. The funding will be secured, among other things, by the Company’s shares held by the Shareholder.
In addition, the implementation of this resolution could, in accordance with Art. 74 Para. 2 in conjunction with Art. 87 Para. 5 Cl. 1 of the Public Offering and Conditions Governing the Introduction of Financial Instruments to an Organised Trading System and the Public Companies Act of 29 July 2005 (“The Act“), lead to indirect exceedance of the threshold of 66% of the total number of votes in the Company by the majority shareholder of NEF Battery Holdings S.a.r.l. and, thus, the need by it to announce the subscription call to tender for the sale or exchange of all remaining shares of the Company.
Given these circumstances, the Management Board started discussions with The Shareholder and, taking into account the intention of The Shareholder reported during the discussions, i.e. to increase its stake in The Company and, in the case of acquisition of a corresponding block shares, to delist The Company from the Stock Exchange, concluded an agreement with the majority shareholder NEF Battery Holdings S.a.r.l. in terms of buy-back cooperation for repurchase acquisition of shares, which meets the attributes of an agreement referred to in Art. 87. Para. 1 Cl. 5 of the Act. In addition, the Agreement provides for the support of The Company by the Shareholder in financing the shares buy-back in the form of establishing a registered pledge and a financial pledge on the shares of The Company held by The Shareholder in order to secure bank claims which shall grant a loan to The Company to finance the buy-back scheme under the Call.
The Agreement provides for cooperation of The Company and The Shareholders as follows:
- The acquisition of shares shall take place as part of the subscription call announced by The Shareholder („The Call”).
- The Call shall be announced for the remaining shares in the Company (i.e. those held by entities other than The Shareholder) in the number of 6,568,261 representing 39.45% of the share capital and voting rights (“The Shares“), in accordance with Art. 74 Para. 1 of the Public Offering Act (exceeding the threshold of 66% of the votes) and in accordance with Art. 91 Para. 6 of the Public Offering Act (removed dematerialisation of shares).
- The price per Share in the Call shall be PLN 8.65.
- The Company and The Shareholder shall be Shares buying parties under the call and shall procure Shares under the Call as follows:
1.1. The Company will be privileged in acquiring the Shares, but not more than 4,161,849 Shares;
1.2. The Shareholder will acquire the remaining Shares subject to the provisions of the subscription (i.e. more than 4,161,849).
- The content of the Call shall be agreed between The Company, The Shareholder and the investment company as intermediary in the announcement of the Call.
- Each Party undertakes to meet all the requirements and conditions necessary for the announcement and performance of the Call, in particular: (i) agree and sign the required agreements with the investment intermediary in the Call, (ii) establish the required security on shares purchased under the Call and (iii) agree and sign the Call document and any agreed changes thereto.
- The Parties also agree to mutually cooperate in fulfilling all the requirements and preconditions for the announcement and performance of the Call that are common to both Parties.
- In addition, the agreement contains a statement and obligation of The Shareholder to the establishment of a registered pledge and a financial pledge on the shares of the Company held by The Shareholder in order to secure the claims of the bank which shall grant a loan to the Company to repurchase its own shares under the Call.
The conclusion of the Agreement was one of the conditions precedent to the Decision regarding the shares buy-back. At the moment of the publication of this information one condition precedent remained unfulfilled, i.e. the signing by the Company of a credit agreement to finance the repurchase of own shares. The fulfillment of the above condition will be communicated to the market by the Company immediately.
Legal basis: Art. 17 Para. 1 MAR at 8:16 a.m.