Apator Metrix SA – subsidiary acquired the shares of George Wilson Industries Ltd.
Executive Board of Apator SA announces that on the 5th September 2012 Apator Metrix SA –subsidiary with headquarters in Tczew and National Industry Group (Guernsey) Ltd. with headquarters in Guernsey (British Crown dependency) concluded the contract of acquisition of 4 million shares (i.e. 50%) in George Wilson Industries Ltd. (GWi) with headquarters in Coventry (United Kingdom). Purchase price of 4 million shares is 2.050.001 GBP (i.e. 10.951.925,34 PLN), while on the day of conclusion of the contract Apator Metrix SA paid 1 GBP (i.e. 5,34 PLN) for acquired shares. Outstanding amount in value of 2.050.000 GBP (i.e. 10.951.920,00 PLN) will be paid after financial statement for financial year 2015 (ending on the 30th November 2015) is approved provided that GWi in the period of three financial years (2013 – 2015) will earn the profit before tax in total value of 7.593 000 GBP (i.e. 40.565 000 PLN).Apator Metrix SA has the right to acquire the other 50% shares in the period since 2017 till 2019. Purchase price of other shares depends on achievement by GWi the value of EBITDA, but guaranteed purchase price of other shares is 3 m GBP (i.e. 16 m PLN). GWi operates in metering sector, it manufactures and sells residential and industrial gas meters, and it deals with smart metering in the scope of gas measurement. Moreover, it makes repairs and calibrates any type of gas meters. GWi was established in 1903. Apator Metrix SA is going to continue and develop current operation of GWi in gas metering segment.Acquisition of shares of GWi is a long term investment to Grupa Apator. In result of acquisition of GWi, Apator Metrix SA and Grupa Apator will make their position stronger on the British market what is particularly important due to development of gas smart metering. On the day of conclusion of acquisition contract of 50% share in GWi (5th September 2012), Apator Metrix SA granted the borrowing to GWi in amount of 1,6 m GBP (i.e. 8,5 m PLN) and it undertook to grant the borrowing in amount of 275 000 GBP (i.e. 1.469 000 PLN) up to the 1st April 2013. The source of financing of the shares being acquired are own financial means but bank loan for the borrowing granted. Share capital of GWi is 8 million shares of nominal value 1 GBP (i.e. 5,34 PLN) for each share.The nominal value of 50% shares being acquired is 4 m GBP (i.e. 21,4 m PLN), that is over 10% equities of the Issuer - Apator SA. There are no connections between the Issuer (Apator SA) and persons in management of the Issuer, persons in supervision of the Issuer and George Wilson Industries Ltd and National Industry Group (Guernsey) Ltd. There are also no connections between Apator Metrix SA, persons in management of Apator Metrix SA, persons in supervision of Apator Metrix SA and George Wilson Industries Ltd and National Industry Group (Guernsey) Ltd All above presented values quoted in PLN were calculated according to average exchange rate at the National Bank of Poland: 1GBP = 5,3424 PLN dated the 5th September 2012.
Legal basis of the report: § 5 para 1 point 1 of the Regulation of Minister of Finance regarding current and regular information being transferred by the issuers of securities and conditions to be considered as equivalent information required by law of the country not being the member of the EU.
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