The Management Board of Orzeł Biały SA (“The Issuer”, “The Company”) hereby submits the insider information as below the publication of which was delayed by the Company on 17.01.2017, acting pursuant to Art. 17 Para. 1 and 4 of the Regulation of the European Parliament and of the Council (EU) No 596/2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and the Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014, No 173, p. 1 as amended) (“MAR Regulation”).
The wording of the insider information:
„The Management Board of Orzeł Biały SA based at Piekary Śląskie hereby announces that pursuant to the AGM Resolution No 21 dated 29 2015 about the authorisation for the Management Board to purchase The Company’s own shares for their retirement at terms and conditions referred to therein, in conjunction with art. 362 § 1 Cl. 5) CCC and Art. 8 Cl. 7 of the Company’s Articles of Association, the Management Board made a conditional decision to start repurchasing own shares for retirement subject to following conditions which must be met jointly:
- obtaining a legal opinion on the legal and formal possibilities of concluding an agreement between The Company and the majority shareholder of The Company – NEF Battery Holdings S.a.r.l. – in terms of the share buy-back,
- an agreement with the majority shareholder NEF Battery Holdings S.a.r.l. in terms of cooperation and co-financing of the shares buyback and determining the detailed terms of the buy-back program,
- getting the approval of the Supervisory Board to assume a liability exceeding 10% of the equity of the Company and the approval to the establishment of significant asset-backed securities of the Group,
- signing a loan agreement to finance the shares buy-back.”
The Issuer decided to delay this insider information in order to protect the legitimate interests of the Company. In addition, The Issuer believed that the delay in providing the said insider information to the public did not mislead the public and The Issuer was able to ensure the information confidentiality.
Due to the fact that today the Supervisory Board adopted a resolution approving the assumption of a liability exceeding 10% of the equity of the Company and consenting to the establishment of significant asset-backed securities of the Group, the Management Board decided to make public the information about the conditional decision by the Management Board on starting the share buyback process.
At the date of publication of this information two conditions precedent have been fulfilled:
a) The Company has obtained the legal opinion on the formal and legal possibility of an agreement between The Company and the majority shareholder of The Company NEF Battery Holdings S.a.r.l. in terms of the share buyback,
b) The Company has obtained the approval of the Supervisory Board to assume a liability exceeding 10% of the equity of the Company and the approval to the establishment of significant asset-backed securities of the Group.
The fulfillment of further conditions will be communicated to the market by the Company immediately.
Legal basis: Art. 17 Para. 1 MAR at 17.23