88/2012: Execution of a share purchase agreement for and acquisition of shares in ENERGOMONTAŻ-POŁUDNIE S.A.
Further to Current Report No. 78/2012 of July 17th 2012, the Management Board of PBG S.A. in company voluntary arrangement of Wysogotowo (“PBG,” “Company”) hereby reports that on August 7th 2012 PBG and RAFAKO S.A. of Racibórz (“RAFAKO”) executed an agreement for the transfer of shares in ENERGOMONTAŻ-POŁUDNIE Spółka Akcyjna, with registered office at ul. Mickiewicza 15, Katowice, Poland (“EPD”). The transfer of the shares to PBG was effected upon demand from the court supervisor assigned to PBG expressed in a letter of July 16th 2012.
The agreement provides for the transfer of 46,021,520 ordinary bearer shares, with a par value of PLN 3.48 per share (“Shares”), representing 64.84% of the share capital in EPD and of the total vote at the company’s general meeting, and conferring the right to 46,021,520 votes attached to the company shares (“Agreement”). In connection with the Agreement, RAFAKO transferred the Shares to PBG in a transaction executed outside the regulated market. PBG is obliged to make a return payment of consideration to RAFAKO for the transfer of the Shares in the amount of PLN 160,154,889.60, that is PLN 3.48 per Share, pursuant to Art. 134 of the Bankruptcy and Restructuring Law.
The carrying amount of the Shares as disclosed in PBG’s accounting records is PLN 160,154,889.60.
RAFAKO is the Company’s indirect subsidiary. The Company is the parent of MULTAROS Trading Company Limited, which is the direct parent of RAFAKO (holding 34,800,001 RAFAKO book-entry shares, representing 50.000001% of RAFAKO’s share capital and conferring the right to 34,800,001 votes, or 50.000001% of the total vote, at RAFAKO’s general meeting).
A number of personal links exist between PBG and RAFAKO. Wiesław Różacki, President of the PBG Management Board, is also President of the RAFAKO Management Board. Jerzy Wiśniewski, Małgorzata Wiśniewska and Przemysław Szkudlarczyk are members of the Supervisory Boards of PBG and RAFAKO.
The Agreement provides for no contractual penalties.
The Agreement and the transferred assets are considered material based on the 10% equity threshold criterion.
Legal basis:
Par. 5.1.1 and Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009
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