Current report number: 13/2022
Data: 5 April 2022
With reference to ongoing report No. 49/2021 and ongoing report No. 2/2022, the Management Board of OEX S.A. (the ‘Company‘) hereby informs whom it may concern that the preliminary price due for 100% of shares in Divante S.A. (‘Divante‘) has been adjusted so that it was increased to the amount of PLN 179,282,990.00 (say: one hundred and seventy-nine million two hundred and eighty-two thousand nine hundred and ninety Polish złotys), i.e. by the amount of PLN 4,213,000.00 (say: four million two hundred and thirteen thousand Polish złotys). The price adjustment was made as per the provisions of the preliminary contract dated 17 December 2021 (‘Preliminary Contract‘), on the basis of the value of Divante’s net debt and working capital, as verified as at 31 December 2021 and confirmed today by the parties to the Preliminary Contract. The Company gave notice of the possible price adjustment in the above-mentioned ongoing report 2/2022.
For its package of 51.03% shares in the share capital of Divante, the Company has already received the amount of PLN 89,338,215.90 (say: eighty-nine million three hundred and thirty-eight thousand two hundred and fifteen Polish zlotys and ninety Polish groszys), and now, after the above-mentioned price adjustment, it will receive an additional amount constituting 51.03% of the value of the adjustment mentioned, i.e. the amount of PLN 2,149,893.90 (say: two million one hundred and forty-nine thousand eight hundred and ninety-three Polish złotys and ninety Polish groszys), within 15 working days of the publication of this ongoing report.
Furthermore, as per the information in ongoing report No. 2/2022, the Company and the remaining former shareholders in Divante will be entitled to an earn-out payable in proportion to the shares in Divante sold in case Divante has exceeded in calendar year 2021 the pre-defined level of standardised EBITDA, in the total amount not higher than PLN 85,333,000.00 (say: eighty-five million three hundred and thirty-three thousand Polish złotys).
Legal basis: Art. 17 (1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (‘MAR’)
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board