21/2009 - Information on the conclusion of significant contracts
The Management Board of Trakcja Polska Spółka Akcyjna (“Issuer”) hereby announces the conclusion on 12 May 2009 of:
1 a conditional agreement on the sale of 25,237,520 shares in the share capital of Eco-Wind Construction Spółka Akcyjna with its registered office in Warsaw (National Court Register entry 300426) (“EWC”) by and between Precordia S.á.r.l. with its registered office in Luxembourg and Eco-Wind sp. z o.o. with its registered office in Warsaw, as the sellers (“Sellers”), and the Issuer, as the purchaser (“Purchase Agreement”), and
2 an agreement on the acquisition by the Issuer of 7,500,000 (seven million, five hundred thousand) ordinary series D registered shares numbered from 00000001 to 07500000 each of a nominal value of PLN 1.00 (one zloty) in the increased share capital of EWC (Eco-Wind sp. z o.o.’s subsidiary) (“Acquisition Agreement”).
Value of the Purchase Agreement(contract with the highest value): PLN 25,237,520
Combined value of the Purchase Agreement and the Acquisition Agreement: PLN 32,737,520
Subject of the Purchase Agreement
According to the Purchase Agreement, the Sellers undertook to sell and the Issuer undertook to purchase 25,237,520 (twenty-five million, two hundred and thirty-seven thousand, five hundred and twenty) shares in EWC (representing 38.55% of the share capital and votes at the EWC general meeting before the increase in the EWC share capital and representing 31.36% of the share capital and votes at the EWC general meeting after the entry into the register of entrepreneurs of the increase in EWC’s share capital, as referred to in point 1 below) (“Purchased Shares”).
Conditions precedent in the Purchase Agreement
The Purchase Agreement was concluded with the reservation that the following conditions precedent are satisfied:
1 the submission of an offer by EWC to the Issuer to acquire 15,000,000 ordinary, series D registered share in the increased EWC share capital (“New Shares”) (whereby such an offer is an offer for the acquisition of the New Shares in two tranches – (i) 7,500,000 shares of the New Shares and (ii) the remaining 7,500,000 shares of the New Shares, whereby the offer shall authorise the Issuer to acquire the New Shares included in the second of the above tranches for Comsa Energias Renovables S.L. (Sociedad Unipersonal) with its registered office in Barcelona, Spain
this condition had been satisfiedon the date of preparation of this report
2 The Issuer or the Issuer and Comsa Energias Renovables S.L. (Sociedad Unipersonal) shall acquire the New Shares on the terms and conditions specified in the offer referred to in point 1 above, by paying for the New Shares at the amount of 70% of their nominal value
3 the appropriate Registration Court with jurisdiction over the place of EWC’s registered office shall issue: (A) a decision on the registration of the changes in the EWC Articles of Association, the wording of which has been agreed by the parties to the Purchase Agreement and (B) the decision to register the increase in the Company’s share capital, as referred to in point 1 above.
The conditions specified in point 1 and in point 3 above are reserved for the benefit of the Issuer and the Issuer may waive them (together or each individually) through the submission of a representation to the Sellers. Furthermore, in terms of the condition referred to in point 3, the Issuer may also waive it in part. The condition referred to in point 2 above is reserved to the benefit of the Sellers and they may waive it jointly.
If all the conditions precedent are not satisfied and the authorised party (parties) fails (fail) to waive the remaining conditions precedent within 3 (three) months of the date of conclusion of the Purchase Agreement, each of the parties will be authorised to withdraw from the Agreement with immediate effect.
The activities required for transferring ownership of the Purchased Shares (including the payment of the price) shall be conducted by the parties to the Purchase Agreement after all the conditions precedent are satisfied.
The remaining terms and conditions of the Purchase Agreement do not differ from the terms and conditions generally applied in contracts of this type.
The contracts specified above are considered significant in accordance with para. 2(1)(44)(a) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information submitted by issuers of securities and conditions for acknowledging the information required by the provisions of the law of a non-Member State as being equivalent (Journal of Laws no. 33, item 259), i.e. because the value of the contracts exceeds 10% of the value of the Issuer’s equity.
Legal grounds: Article 56(1)(2) of the Act on the public offering and the conditions for introducing financial instruments into an organised trading system and on listed companies of 29 July 2005, (Journal of Laws no. 184, item 1539, as amended) as well as para. 5(1)(3) in connection with para. 2(2) of the regulation of the Minister of Finance of 19 February 2009 on current and regular information published by issuers of securities and the conditions for accepting information required by the provisions of the law of a state which is not a Member State, as being equivalent (Journal of Laws no. 33, item 259).
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