Conclusion a significant agreement, acquisition of assets of meaningful value

The Management Board of Orzeł Biały S.A. (‘The Issuer’) hereby announces that on 21st December 2015, The Issuer, within The Capital Group, based on the resolution of transfer of ownership interests by issuing them in the execution of consentaneous resolution of every partner of IP Lead sp.z.o.o., sp.k. about a dissolution of the contract of limited partnership and its cessation of trading without liquidation, including assets of significant value as 1.000 shares of Helidor sp.z.o.o., which value is equal to 53.141.504,70 PLN.  

Parties of the above-mentioned contract are The Issuer and IP LEAD sp. z.o.o. (The Issuer’s subsidiary)

A significant asset was acquired by the resolution No. 1 of Partners of IP Lead sp. z.o.o., sp.k. (‘The Company’) dated 21st December 2015, concerned cessation of trading and dissolution of The Company without liquidation and the division of The Company’s equity.

The Partners agreed that the distribution of the Company’s equity (assets), remaining after collateral repayment, will be effected in such a way that a part of the Company’s assets, including in particular the 1,000 shares held by The Company in Helidor sp. z.o.o, is granted to the Issuer as the only one limited partner of The Company. Therefore, The Issuer is not obliged to pay for acquired price assets.

The Supervisory Board of Orzeł Biały S.A. agreed to take up 1.000 shares in Helidor sp. z.o.o. by The Issuer by the resolution No. 735/IX/2015 dated 1st September 2015.

The terms of a concluded agreement are not different from the market conditions commonly used for such kind of contracts. The agreement neither provided the contractual penalties nor was concluded to a condition or deadline.

Purchased shares in Helidor sp. z.o.o. by The Issuer, which the nominal value was equal to 50 PLN for each, are the total share capital.

The Issuer holds 100% of the share capital and 100% of the total number of votes of Helidor sp.  z.o.o.

In subsidiary IP Lead sp. z.o.o., in which The Issuer has 100% of shares, Director General is an employee of Orzeł Biały – Mr. Aleksander Wodarczyk.

The criterion of recognizing contracts as significant one in Orzeł Biały is the value of 10% of the Capital Group’s sales revenue for the last four financial quarters (Q4 2014 – Q3 2015). The contract fulfills the criterion of recognizing it as a significant. At the same time, the acquired shares fulfill the criterion of recognition them as significant assets, which, similarly as in the case of the significant agreement, have a value corresponding to 10% of the Issuer’s Capital Group sales revenues for the last four financial quarters (Q4 2014 – Q3 2015).


Legal basis:

MFR WSE § 5 Para. 1 Cl. 1 and 3


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