Current report number: 22/2021
Data: 11 June 2021
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:
– 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:
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