Current report number: 6/2022
Data: 17 February 2022
Art. 17 (1) of the MAR Regulation – confidential information
Content of the report:
With reference to ongoing report No. 21/2021 dated 11 June 2021, the Management Board of OEX S.A. (the ‘Company‘) hereby informs whom it may concern that on 17 February 2022 the agreement between the Company and its 13 shareholders (the ‘’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 jointly referred to as the ‘Parties to the Agreement’), executed on 11 June 2021 (the ‘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’), and concerning the 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’).
The Agreement was terminated due to the identified lack of perspectives as to the achievement of the Agreement’s purpose and further effective cooperation between the Parties to the Agreement with a view to ensuring the Share Withdrawal, in particular because of the following facts: (i) a failure on the part of the Parties to the Agreement to obtain at least 95% of the total number of votes at the General Meeting of Shareholders of the Company (which was a pre-condition for the squeeze-out of the Company’s shares as per the procedure laid down in Art. 82 of the Act), (ii) the maintaining for a longer period of time of a stock market valuation of the Shares at a level significantly exceeding the maximum price level (PLN 21.50), at which it was allowed to acquire the Shares under the programme of acquisition of the Company’s own treasury shares as per the Agreement. After the termination of the Agreement, the entities that were the Parties to the Agreement do not have any agreement between each other within the meaning of Art. 81 (1) (5) of the Act.
In relation with the termination of the Agreement, the Company’s Management Board adopted a resolution to terminate earlier, i.e. today. the process of acquisition of the Company’s shares at the terms and conditions as determined in Resolution No. 3 of the Extraordinary General Meeting of Shareholders dated 8 July 2021 concerning the approval of the process of acquisition of the Company’s treasury shares for redemption and the setting up of a reserve capital to cover the related costs (as notified in ongoing report No. 31/2021).
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board