Current reports

Legal basis:

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:

The Management Board of OEX S.A. (hereinafter referred to as the ‘Company’ or the Issuer’), with reference to ongoing report No. 28/2019 dated 17 October 2019 and the transaction of 17 October 2019 between the Company and Offsite Archive Storage & Integrated Services (Ireland) Ltd. with registered office in Dublin (hereinafter referred to as ‘OASIS;) concerning the sale of 4,250,000 (four million two hundred and fifty thousand) shares in ArchiDoc Spółka Akcyjna with registered office in Chorzów (hereinafter referred to as ‘ArchiDoc’) on the basis of agreements signed by and between the Company and OASIS (hereinafter referred to as the ‘Parties’) concerning the sale of shares (hereinafter referred to as the ‘SPA’), would like to inform whom it may concern that today, i.e. on 28 June 2021, the Company executed Annex No. 1 to the SPA with Oasis, in which the Parties confirmed that according to the calculations made on the basis of the financial performance of ArchiDoc in the period from 1 January 2020 to 31 December 2020, including the value of standardised EBITDA generated by ArchiDoc in that period, the Issuer would be entitled to receive from OASIS, under the SPA, an additional payment to the selling price of shares in ArchiDoc in the amount of PLN 15,000,000.00 (fifteen million Polish zlotys) and the said amount would be transferred to the Issuer’s bank account by 30 June 2021.

Considering the fact that the above-mentioned amount constitutes the maximum additional payment to the price as foreseen in the SPA, the Parties confirmed that the Company would not be entitled to any further additional payments to the price in the future for any other reason whatsoever. In accordance with the original assumptions and provisions of the SPA, the additional payments to the price were foreseen for the period of two years (i.e. from 1 January 2020 to 31 December 2020 and from 1 January 2021 to 31 December 2021, which resulted from the arrangements concerning the periods with regard to which ArchiDoc’s EBITDA was to be verified) and were to be settled in, respectively, 2021 and 2022. The fact that the maximum value of amounts to to the Issuer on account of the additional payments to the price became payable in the current year results from much better financial performance of ArchiDoc in 2020 than assumed earlier.

The total amount of additional payments to the selling price was recognised as an estimate in the Company’s financial statements for 2019. At that time, the Issuer estimated the total revenue from the additional payments to the price at PLN 8,250,000.00. In 2020, the Issuer analysed the above-mentioned estimates and on the basis of available data concerning the financial performance of ArchiDoc adjusted up the originally expected revenues from the additional payments to the price by the amount of PLN 5,272,264.00. The value was recognised as revenue in the Company’s financial statements for 2020.

The Issuer’s total revenue from the additional payments to the selling price, recognised in the Issuer’s financial statements for 2019 and 2020, amounted then to PLN 13,522,264.00 and the impact of such additional payments on the pre-tax result (including the related transaction costs) amounted to PLN 12,440,482.88.

In relation with the fact that the Company received additional payments to the selling price in its maximum amount as foreseen in the SPA, the Issuer recognised in its 2021 financial statements a revenue of PLN 1,477,736.00, which constitutes a difference between the actual and final value of the additional payment to the selling price (i.e. PLN 15,000,000.00), and the values estimated in the revenues for 2019 and 2020 (i.e. the total of PLN 13,522,264.00). The impact of this operation on the pre-tax result will amount to PLN 1,359,517.12. The settlement of the additional payments to the selling price will have a significant positive impact on the Issuer’s cash position due to the expected inflow of the entire amount of PLN 15,000,000.00 into the Issuer’s bank account by 30 June 2021.

Signatures of Company’s representatives:

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