Current report number: 2/2022
Data: 17 January 2022
With reference to ongoing report No. 49/2021, the Management Board of OEX S.A. (the ‘Company‘) hereby informs whom it may concern that on 17 January 2022 the Company and the remaining shareholders in Divante S.A. (‘Divante‘) executed a final agreement on the sale of 100% of shares in the share capital of Divante (the ‘Agreement’) with Sappho Zweiundzwanzigste Holding GmbH with registered office in Linz (‘Sappho’). The Agreement was executed in the performance of the preliminary agreement dated 17 December 2021, about which the Company gave notification in ongoing report No. 49/2021 (‘Preliminary Agreement‘).
As per the provisions of the Agreement, the preliminary price for 100% of shares in Divante amounted to PLN 175,069,990.00 (say: one hundred and seventy-five million sixty-nine thousand nine hundred and ninety Polish zlotys). For the package of 51.03% shares in the share capital of Divante the Company held, it received a sum of PLN 89,338,215.90 (say: eighty-nine million three hundred and thirty-eight thousand two hundred and fifteen Polish zlotys and ninety Polish groszys). According to the provisions of the Preliminary Agreement, the Parties foreseen an option of the selling price adjustment in relation with the value of net debt and the working capital of Divante as verified as at 31 December 2021. Additionally, on the basis of the terms and conditions of the Preliminary Agreement, the Company and the other shareholders in Divante will be entitled to an earn-out payable in proportion to the shares in Divante sold in case in the calendar year 2021 Divante will have exceeded a pre-defined level of normalised EBITDA. The maximum amount of the possible earn-out payable to the Company and the other shareholders in Divante amounts to PLN 85,333,000.00 (say: eighty-five million three hundred and thirty-three thousand Polish zlotys).
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’)