Current reports

Legal basis:

Art. 17 (1) of the MAR Regulation – confidential information

Content of the report:

The Management Board of OEX S.A. (‘Company‘), in relation with ongoing report No. 21/2021, hereby informs whom it may concern that on 11 June 2021 it adopted a resolution concerning: (i) the commencement of the process of the acquisition by the Company for redemption (‘Acquisition Process’) of 1,525,966 ordinary bearer shares in the Company having the par value of PLN 0.20 each, dematerialised and quoted at regulated market of the Warsaw Stock Exchange, representing 17.05% of the total number of shares at the General Meeting of Shareholders of the Company (‘Treasury Shares’) and (ii) the determination of the terms and condition of the acquisition (‘Resolution of the Management Board’). The Resolution of the Management Board was passed as an implementation of the agreement (‘Agreement’) made on the same day by the Company and its 13 Shareholders (‘Shareholders’) holding a total of 6,042,966 shares in the Company and representing 82.95% of the total number of votes at the General Meeting of Shareholders (‘General Meeting of Shareholders’). The Agreement was made within the understanding of Art. 87 (1) (5) of the Act of 29 July 2005 on public trading and on conditions of introduction of financial instruments into organised trading systems and on public companies (‘Act‘) and concerned a cooperation with a view to ensuring that the Company ceased to be a listed company in consequence of a procedure of withdrawal of its shares from the regulated market of the Warsaw Stock Exchange, preceded by the acquisition by the Company of its Treasury Shares held by the remaining shareholders of the Company as part of the acquisition of Treasury Shares for redemption, in particular on the basis on a call for subscription for the sale of Treasury Shares in an amount leading to the achievement by the parties to the Agreement of 100% of votes at the General Meeting of Shareholders (‘Call’).

In accordance with the text of the Resolution of the Management Board, the Acquisition Process will be carried out in accordance with the following terms and conditions:

• the acquisition of the Treasury Shares shall be made with a view to redeeming them as per Art. 362 § 1 (5) of the Act of 15 September 2000 – Code of Commercial Companies (‘Code of Commercial Companies‘);

• the acquisition shall concern not more than 1,525,966 Treasury Shares, whereby in each case the total nominal value of the Treasury Shares acquired may not exceed 20% of the Company’s share capital as at the date of this resolution, taking also into account the nominal value of the remaining Treasury Shares which were not disposed of or redeemed by the Company (if the Company holds any such shares);

• the acquisition of the Treasury Shares shall be financed from the funds of the Company’s supplementary capital, originated from the Company’s retained profits or other amounts that may be used as per Art. 348 § 1 of the Code of Commercial Companies for distribution between the Company’s shareholders; the Treasury Shares will be purchased from the Company’s Shareholders for remuneration paid by the Company exclusively from the above-mentioned funds, transferred from the Company’s supplementary capital to the reserve capital set up purposefully by virtue of a resolution of the General Meeting of Shareholders (‘Reserve Capital’);

• the total value of the funds earmarked for the payment by the Company of the price for the Treasury Shares acquired, increased by the acquisition costs, shall not exceed mPLN 33,500,000 (say: thirty-three million five hundred thousand Polish zlotys), whereby it may not exceed the value of the Reserve Capital;

• the acquisition of the Treasury Shares may take place until 30 June 2022, no longer than until the use of all the funds earmarked for the acquisition of the Treasury Shares;

• the Treasury Shares are to be acquired by the Company mainly on the basis of the Call as mentioned in Art. 74 (2) and Art. 91 (5) of the Act, which will be announced by the Company acting jointly with the Shareholders who, in result of the execution of the agreement, exceeded jointly, as regards the number of shares held in the Company, the threshold of 66% of the total number of votes at the General Meeting of Shareholders, not later than on 11 June 2021;

• the acquisition price of the Treasury Shares shall be defined in the Call at the level not lower than the minimum price determined in accordance with Art. 79 of the Act but not higher than PLN 21.50 (twenty-one Polish zlotys and 50/100);

• the Treasury Shares, which were not acquired in result of the Call, may be acquired by the Company (from the shareholders who are not parties to the Agreement) acting in accordance with the Agreement – provided that in the given case the conditions allowing the execution of the given transaction in accordance with the applicable regulations of the law have been fulfilled –
  by means of a squeeze-out procedure on the basis of Art. 82 of the Act, and also:

1. execution of block OTC transactions at the regulated market of the Warsaw Stock Exchange,
2. execution of transactions outside the regulated market of the Warsaw Stock Exchange via an investment firm

– whereby a unit acquisition price of the Treasury Shares in the transactions as mentioned above in let. a) and b), shall be defined by the Management Board taking into account the market conditions updated as at the date of the given transaction and in accordance with the rule stipulating that the Management Board carries out the acquisition of Treasury Shares in a manner guaranteeing equal access for shareholders who are not parties to the Agreement to the possibility to sell the Treasury Shares to the Company;

9)    The Management Board, at its own discretion, in the pursuit of the Company’s interests and on condition that it does not constitute an infringement of the Agreement or the law, may, after the Call:

1. terminate the acquisition of the Treasury Shares before the deadline or after the funds allocated for the acquisition have been exhausted, or
2. resign from the acquisition of the Treasury Shares in whole or in part, or
3. refrain at any time from the implementation of this resolution.

The Company’s Management Board shall request the General Meeting of Shareholders to accept the Acquisition process at the terms and conditions as defined in the Resolution of the Management Board and to adopt a decision concerning the establishment of a Reserve Capital.

Signatures of Company’s representatives:

Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board