31/2009 - Information on a condition being satisfied with respect to a significant conditional agreement concluded by the Issuer
In connection with the Issuer’s current report no. 21/2009 of 13 May 2009, the Management Board of Trakcja Polska Spółka Akcyjna (“Issuer”) hereby announces that the conditions reserved in the 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 KRS 300426) (“EWC”), concluded 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”), have been satisfied.
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 (“Purchased Shares”) (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, under which there has been issue of15.000.000 ordinary series D sharesin the increased EWC share capital ( "New Shares").
Wording of the condition precedent in the Purchase Agreement
In accordance with the Issuer’s current report no. 21/2009, the following conditions precedent to the Purchase Agreement remained to be satisfied:
1 the Issuer or the Issuer and Comsa Energias Renovables S.L. (Sociedad Unipersonal), with its registered office in Barcelona, Spain (hereinafter “CER”) shall acquire the New Shares on the conditions specified in the proposal, paying for the New Shares at a level of 70% of their nominal value, whereby the offer referred to above shall be directed by EWC to the Issuer and shall apply to the acquisition of the New Shares (whereby this offer shall offer the acquisition of the New Shares in two transches – (i) 7,500,000 shares of the New Shares in the first tranche to the Issuer and (ii) the remaining 7,500,000 shares of the New Shares in the second tranche to the Issuer, whereby, with respect to the second tranche, the offer authorised the Issuer and the Issuer exercised the right to assign the rights to the acquisition of the New Shares encompassed by this tranche to CER);
2 the respective 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) a confirmation of the registration of the increase in the Company’s share capital on the basis of which the New Shares were issued.
Information on satisfying the condition precedent
The condition referred to in clause 2 above was satisfied on 23 June 2009 as a result of the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, issuing a decision for making an entry into the register of entrepreneurs of: (A) a change in EWC’s Articles of Association, the wording of which was agreed by and between the parties to the Purchase Agreement and (B) the increase in the Company’s share capital, on the basis of which the New Shares were issued.
Simultaneously, in accordance with the information received by the Issuer from EWC, the condition referred to in clause 1 above was also satisfied because of the fact that, on the one hand, the Issuer and CER, each acquired 7,500,000 New Shares, while on the other, EWC received payment from both the Issuer and CER to cover the New Shares acquired by each of these entities at a level of 70% of the nominal value of the New Shares.
In the light of the above, all the conditions precedent in the Purchase Agreement were satisfied and, therefore, in accordance with the provisions of the Purchase Agreement, the Parties to this Agreement shall finalise the purchase of the Acquired Shares by the Issuer at a time agreed by them.
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)(4) 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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