Current report number: 21/2021
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 reference to ongoing report No. 19/2021, hereby informs whom it may concern that on 11 June 2021, in result of a termination of negotiations the Company and its 13 shareholders (‘Shareholders’) holding a total of 6,042,966 shares in the Company, representing 83.0% of the total number of votes at the General Meeting of Shareholders of the Company (‘General Meeting of Shareholders’), i.e. Neo Fund 1 sp. z o. o., NEO BUSINESS PROCESS OUTSOURCING S.à r.l., PRECORDIA CAPITAL sp. z o.o., REAL MANAGEMENT S.A., Silquern S.à r.l. and 8 natural persons (hereinafter referred to as the ‘Parties to the Agreement’), concluded an agreement (‘Agreement’) within the meaning 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’) concerning 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 (‘Share Withdrawal’), preceded by acquisition by the Company of its ordinary bearers shares, dematerialised and quoted on the regulated market of the Warsaw Stock Exchange, with the par value of PLN 0.20 each, held by the remaining shareholders in the amount of 1,525,966, representing 17.05% of the total number of votes at the General Meeting of Shareholders (‘Treasury Shares’), as part of the acquisition of Treasury Shares for redemption, in particular under the call for the subscription for the sale of Treasury Shares in the number guaranteeing that the Parties to the Agreement would jointly hold 100% of the total number of votes at the General Meeting of Shareholders, published in accordance with: (i) Art. 74 (2) of the Act – in relation with the fact that in consequence of the execution of the Agreement, the Shareholder’s total holding of the shares in the Company (as Parties to the Agreement) resulted in exceeding the threshold of 66% of the total number of votes at the Company’s General Meeting of Shareholders and (ii) Art. 91 (5) of the Act – in relation with the intention of the Parties to the Agreement to withdraw the Company’s shares from the trade on the regulated market of the Warsaw Stock Exchange (‘Call’).
In accordance with the provisions of the Agreement, the Call shall be announced not later than on the first working day after the day on which the Agreement was executed and the only entity acquiring the Treasury Shares under the Call shall be the Company, whereby the price for one Treasury Share anticipated for acquisition under the Call may not be higher than PLN 21.50. If the Treasury Shares acquired under the Call together with the Company’s shares held by the Shareholders result in a situation that Parties to the Agreement hold a number of Shares representing at least 95% of the total number of votes at the General Meeting of Shareholders, a squeeze-out of the shares held by the remaining shareholders of the Company shall be organised as per Art. 82 of the Act (‘Squeeze-Out’), whereby the entity acquiring the Company’s shares under the Squeeze-Out shall only be the Company. Within 2 working days after the day of the acquisition of the Company’s shares by a Squeeze-Out or – if the Parties to the Agreement so agree – also in a situation when after the Call the total number of Share holding by the Parties to the Agreement will make it impossible to carry out the Squeeze-Out, the Parties to the Agreement shall request a convocation of the General Meeting of Shareholders with an agenda including a resolution to be passed by the General Meeting of Shareholders concerning the Share Withdrawal as mentioned in Art. 91 (3) of the Act, whereby, if it proves practicable, such a General Meeting of Shareholders shall be take place without a formal convocation, as per Art. 405 § 1 of the Code of Commercial Companies. Consequently, within 3 working days after the resolution on Share Withdrawal has been adopted by the General Meeting of Shareholders, the Company shall make an application to the Polish Financial Supervision Authority (KNF) for its decision authorising the Share Withdrawal.
Detailed terms and conditions of the acquisition of the Treasury Shares shall be defined in a resolution of the Management Board of the Company which will initiate the acquisition process.
In relation with the execution of the Agreement, a letter shall be sent to the President of the Office of Competition and Consumer Protection as per the applicable provisions of the Competition and Consumer Protection Act of 16 February 2007 (Journal of Laws Dz. U.2021.275), to advise him of the intention to effect a concentration and to obtain his decision on the authorisation of concentration of companies consisting in the take-over of control over the Company in consequence of the implementation of obligations resulting from the Agreement.
The Agreement shall come into full force and effect upon execution and shall be valid until the execution of the obligations of the Parties to the Agreement therein contained, whereby the Agreement shall expire in case: (i) the Call has not been published by 31 August 2021, (ii) the separate agreement of the Shareholders governing their operation within the Company after the Share Withdrawal (‘Agreement of Shareholders’) has been terminated after the acquisition of the Treasury Shares under the Call; the Agreement of Shareholders was executed at the same time as the execution of the Agreement, whereby the Agreement of Shareholders shall come into full force and effect on the day following the day of Share Withdrawal.
Acting as per Art. 87 (3) of the Act, the Parties to the Agreement indicated the Company as the only entity authorised to discharge on behalf of the Parties to the Agreement of the obligations under the Agreement they have in relation with the execution and implementation of the Agreement.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board