Current report number: 48/2021
Data: 17 December 2021
The Management Board of OEX S.A. (‘Company‘) hereby publicly discloses information, the disclosure of which was delayed as per Art. 17 (1) and (4) 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’), concerning the decision undertaken on 18 October 2021 by the Company and the remaining shareholders in Divante S.A. (‘Divante‘) – a subsidiary of OEX S.A. – on the execution with Cloudflight GmbH with registered office in Munich (‘Cloudflight’) of an agreement on exclusivity in the negotiations of the terms and conditions of sale of 100% of shares in the share capital of Divante to Cloudflight, as amended later by annexes No. 1 and No. 2 (‘Exclusivity Agreement‘) (‘Inside Information‘).
Pursuant to Art. 17 (4) of the MAR Regulation, the disclosure to the public of Insure Information was delayed on 18 October 2021.
Text of the delayed Inside Information:
With reference to ongoing report No. 8/2021, the Management Board of the Company would like to inform whom it may concern that as part of the ongoing review of strategic options the Management Board of the Company took a decision on 18 October 2021 about a conclusion together with the remaining shareholders of Divante of an exclusivity agreement with Cloudflight concerning negotiations of the terms and conditions of the sale of 100% of shares in the share capital of Divante to Cloudflight. The said decision is a result of the Company’s analyses concerning the possibilities of potential sale of shares held in Divante, discussions with prospective investors interested in such a transaction and an analysis of offers received from interested investors.
In the assessment of the Company’s Management Board., the offer submitted by Cloudflight is attractive to the shareholders and favourable from the perspective of Divante. Under its offer, Cloudflight presented a total valuation of the goodwill for 100% of shares in Divante at PLN 195.7 million. The valuation is based on certain defined assumptions, including, without limitation. EBITDA made by Divante in 2021 equal to PLN 16 million and zero net debt of Divante as at the date of transaction closure. Currently, the Company holds 51.03% of shares in the share capital of Divante.
The Exclusivity Agreement stipulates an exclusivity period until 17 December 2021 (inclusive) or until an earlier termination of negotiations by the parties. The exclusivity Agreement comprises the parties’ obligation to undertake in that period activities aimed at reaching pre-defined milestones, including, but not limited to, a completion of the due diligence process or a development of transaction documentation.
At the same time, the Company’s Management Board informs whom it may concern that it did not take any binding decisions as to the implementation of the proposed transaction and the result of negotiations in the case is uncertain.
Reasons justifying the delay in the disclosure of Inside Information
In the assessment of the Company’s Management Board, the delay in the disclosure of the Inside Information fulfilled, upon the delay decision taking moment, the conditions stipulated in the MAR Regulation and in Guidelines of 20 October 2016 issued by the European Securities and Markets Authority and concerning the MAR regulation (‘ESMA Guidelines‘).
|According to the Company’s Management Board, immediate disclosure of the Inside Information would likely prejudice the legitimate interests of the Company because the immediate disclosure to the public of the Inside Information about the exclusive negotiations would likely have a negative impact on the process of the negotiations under way. Furthermore, the immediate disclosure of the Inside Information would likely mislead the public, considering the early stage of the negotiation process and the simultaneous lack of development of terms and conditions of the sale by the Parties.
In the assessment of the Company’s Management Board, there were no indications that a delay in the disclosure of the Inside Information could mislead the public and investors as to the probability of occurrence of the transaction and its terms and conditions or would result in an inadequate assessment of the information.
At the same time, the Company’s Management Board makes assurances that it undertook steps required by the MAR Regulations to ensure the confidentiality of the Inside Information until it is disclosed to the public, in particular by the application of internal procedures of information flow and protection in place in the Company’s Group. Upon the moment a decision was taken to delay the disclosure of the Inside Information to the public as per Art. 18 of the MAR Regulation, a list of people having access to the Inside Information was make and was monitored on an ongoing basis and updated, if necessary.
The disclosure of the Inside Information was delayed by a period of time during which the negotiations were held.
The information about the possible positive outcome of the negotiations and the commencement of the transaction execution will be provided by the Company’s Management Board in a separate ongoing report, if such information have the characteristics of inside information.
Pursuant to the provisions of Art. 17 (4) (3) of the MAR Regulation, immediately after the disclosure of the delayed inside information to the public, the Company will notify the Polish Financial Supervision Authority about the delay in the disclosure of the Inside Information, specifying the reasons underlying the delay as per Art. 4 (3) of Commission Implementing Regulation (EU) 2016/1055.
Legal basis: Art. 17 (1) and (4) 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
Tomasz Kwiecień – Member of the Management Board