Current report number: 15/2019
Data: 8 April 2019
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’).
Content of the report:
With reference to Ongoing report No. 11/2019 dated 25 February 2019, the Management Board of OEX S.A. (‘Company’) hereby informs whom it may concern that today, i.e. 8 April 2019, it took a decision to start negotiations with a foreign professional investor (‘Investor’) concerning the transaction of sales (‘Transaction’) of 4,250,000 shares (hereinafter referred to as the ‘Shares’) in ArchiDoc S.A. with registered office in Chorzów (hereinafter referred to as ‘ArchiDoc’), constituting 100% of the share capital of ArchiDoc S.A.
In relation with the decision of the Management Board of the Company, today, a document was executed by and between the Company and the Investor (hereinafter referred to as the ‘Term Sheet’) which defined the main assumptions of the Transaction as well as the planned time schedule of further actions, including the due diligence of ArchiDoc as well as the negotiations by the Parties of the necessary transaction documentation. In accordance with the above-mentioned document, the selling price for all the shares in ArchiDoc shall be the sum of: a) the preliminary selling price which would amount to, assuming the adequate level of working capital of ArchiDoc and no debts and cash as at the Transaction finalisation date, PLN 70,000,000.00 (seventy million Polish zlotys) and b) additional payments to the selling price, depending on the achievement by ArchiDoc in the period from 01/11/2019 to 30/10/2020 and from 01/11/2020 to 30/10/2021 of EBITDA in an amount exceeding certain defined levels. The total selling price (including the preliminary selling price and the additional payments) shall not exceed the amount of PLN 85,000,000.00 (eighty-five million Polish zlotys).
At the same time, the Parties defined in the Term Sheet that the Investor shall have exclusivity in negotiating with the Company as regards the sale of Shares in ArchiDoc until 17 May 2019. In case the Investor has submitted a binding offer by that date, which would confirm the terms and conditions of the Transaction as agreed by and between the parties, the period of exclusivity shall be extended until 31 May 2019.
The parties assumed that in case of positive proceedings of the negotiations, the transaction process shall have been terminated by 31 May 2019 and in case of a necessity for the Investor to obtain a decision from anti-trust authorities – until 31 July 2019.
Further information concerning the proceedings of the Transaction shall be provided by the Company in subsequent notices.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board