Current reports

Significant Agreement

Current report number: 4/2017

Data: 19 January 2017

The Management Board of OEX S.A. with registered office in Warsaw (hereinafter referred to as the ‘Issuer’), in reference to ongoing report No. 44/2016 dated 21 September 2016 and ongoing report No. 52/2016 dated 21 November 2016 concerning, respectively, the execution of a preliminary agreement of sales of shares in Archidoc S.A. with registered office in Chorzów (hereinafter referred to as ‘Archidoc’) and the execution of an annex to the said preliminary agreement (hereinafter jointly referred to as the ‘preliminary agreement’), hereby informs whom it may concern that on 19 January 2017 by and between the Issuer and Teronita Holdings Limited with registered office in Larnaca (hereinafter referred to as the ‘Seller’) the promised final agreement of the sale of shares in Archidoc (hereinafter referred to as the ‘final agreement’) was executed in result of which the Issuer completed the transaction of the acquisition of shares in Archidoc.

The final agreement execution was preceded by final arrangements made between the Issuer and the Seller, in accordance with which certain provisions of the preliminary agreement were amended. The most significant amendments were the following:

  1. a decrease – from 3 to 2 – in the number of additional payments to the price and, consequently, an abbreviation of the deadline for the settlement of the transaction which will be made after the 2017 financial statements of Archidoc have been prepared, audited and approved and will depend on selected financial parameters concerning Archidoc for the years 2016 and 2017;


  1. decrease of the price cap (including additional payments) to the amount of PLN 52,000,000.- (fifty-two million Polish zlotys).

The basic principles of the execution of the Archidoc share acquisition transaction, including the main terms and conditions of the final agreement, taking into account the above-mentioned amendments, are as follows:

  1. the Issuer acquired 4,250,000 (four million two hundred and fifty thousand) shares constituting 100% of the share capital of Archidoc for the price of PLN 17,861,000.- (seventeen million eight hundred and sixty-one thousand Polish zlotys), subject to the provisions of clause 2 below.
  1. The Issuer is obliged to make defined additional payments to the selling price in accordance with the terms and conditions as laid down in the final agreement which depend on the financial parameters obtained by Archidoc (e.g. the value of EBITDA and net debt of Archidoc) in the years 2016 and 2017. The final agreement provides for 2 additional payments. The first additional payment will constitute a difference between the product of the multiplier equal to 7.9 and the value of Archidoc’s EBITDA for 2016 less the net debt and multiplied by 50% and the price paid as mentioned in item 1 herein above. The second additional payment will be equal to the product of a multiplier equal to 7.9 and the value of Archidoc’s EBITDA for 2017 as decreased by net debt and multiplied by the value of 50% and increased or decreased, as appropriate, by the amount resulting from the first additional payment, depending on the fact whether the obtained amount is positive or negative. Both additional payments, assuming that their total value will be positive, will be made as a single payment in 2018 after the financial year 2017 has been closed. In case when the average value of the percentage increase of Archidoc’s selected results calculated year/year (including EBITDA) proved to be lower than the thresholds referred to in the final agreement, the value of all the additional payments will be calculated using the multiplier of 7.0. The total price, taking into account the above-mentioned additional payments, will not exceed PLN 52,000,000.- (fifty-two million Polish zlotys) and the Seller will not be entitled in relation with the price for the shares in Archidoc to any additional amounts above the said cap.
  2. In order to secure the additional payments to the selling price and payment of contractual penalties, the Issuer has made a declaration on agreeing to be subject to enforcement proceedings in accordance with the procedure provided for in Art. 777 of the Code of Civil Procedure up to the total amount of PLN 31,000,000.- (thirty-one million Polish zlotys).
  3. In order to secure the satisfaction of the Buyer’s claims against the Seller resulting from the final agreement, a guarantees were issued by entitled related to the Seller in the amount of up PLN 9,400,000.- (nine million four hundred thousand Polish zlotys).


Legal basis:  Art. 17 (1) of the MAR Regulation – confidential information


Jerzy Motz – President of the Management Board