Current Reports

79/2011 - Information on amendment of a material agreement

The Management Board of Trakcja-Tiltra S.A. hereby informs that on 21 December 2011 the Company concluded with Tiltra Group AB, AB Kauno tiltai and Shareholders of the Tiltra Group (entities hereinafter referred to as the “Investors”) and Comsa S.A., Annex No. 7 (“Annex No. 7”) to the agreement of 18 November 2010 (as amended with annexes), of which the Company informed with, inter alia, current reports no. 35/2010, 38/2010, 45/2010 and 23/2011 (“Agreement”).

 

In Annex No. 7, the Parties decided that it is in their best interest to perform settlements on account of the decrease in the Tiltra Share Prices before the end of the financial year ending on 31 March 2012. In relation to the above, the Parties decided that by virtue of the decrease in the Tiltra Share Prices the Investors shall pay to the Company PLN 141,510,498.34, of which PLN 140,385,362.63 will be settled through a transfer to the Company of 244 A series bonds issued by the Company and 135,608 B series bonds issued by the Company, in order for these bonds to be redeemed at a price equal to their nominal value increased by the calculated outstanding interest, and the remaining amount of PLN 1,125,136 will be paid in cash. At the same time, the Parties decided to remove from the Agreement provisions which provided for a mechanism for decreasing the Tiltra Share Prices described in current report no. 23/2011 of the Company.

 

What is more, the Parties decided, inter alia, to remove from the Agreement provisions related to prohibition on disposal of the shares in the Company by the Investors and provisions on the Investors’ securing the claims of the Company on account of the representations and guarantees provided by the Investors in the form of pledges and blocks created on the shares of the Company. In relation to the above, after satisfying the claim of the Company concerning payment on account of the decrease in the Tiltra Share Prices and resulting from Annex No. 7, the Company will perform actions leading to striking out the pledge and removing the block on the Company’s shares. In addition, the Parties decided that the representations and guarantees made in the Agreement by the Investors and by the Company will expire, with the exception of representations and guarantees related to tax issues and the title to shares and stock in companies from the Tiltra group and companies from the Company’s group.

 

The stipulations referred to above, related to (i) removing from the Agreement of terms providing for a mechanism for decreasing the Tiltra Share Prices described in current report no. 23/2011 of the Company and (ii) removing from the Agreement certain other provisions, and the expiry of the representations and guarantees included in the agreement, will enter into force for each Investor who has settled the amount provided for in Annex No. 7 on account of decreasing the Tiltra Share Prices in the part attributable to them.

 

Capitalised words and expressions which are not defined in this report shall have the meanings assigned to them in current report no. 35/2010 of the Company.

 

 

 

Legal grounds for the publication of the report:

Article 5, point 3 of the Regulation of the Minister of Finance dated 19 February 2009 on the current and periodic disclosures to be made by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state and Article 56, paragraph 1, point 1 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to organised trading system and on public companies.

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