Conclusion of the preliminary conditional contract of the sales of shares of Elkomtech SA
The Executive Board of Apator SA („The Issuer”) announces that on 23rd December 2013, the Issuer as the buyer concluded with natural persons – the shareholders of Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech S.A. („Elkomtech”) with headquarters in Lodz as the sellers (The Seller”) the preliminary conditional contract of the sales of shares of Elkomtech („Preliminary Contract”).
The preliminary contract was concluded based on the following conditions:
1. the subject of the Preliminary Contract is the obligation to conclude the promised contract of sales of shares of Elkomtech, in result of which the Issuer on the closing day will acquire 14.005 registered shares of Elkomtech of total nominal value of 700.250 PLN being 100% of share in share capital of Elkomtech and 100% of total number of votes at their general meeting („Promised Contract”);
2. the purchase price of shares of Elkomtech is 90.000.000 PLN and it will be reduced accordingly by the value of net debt or it will increased by net value according to the status on the definite working day before the day of signature of the Promised Contract;
3. the conclusion of the Promised Contract became dependent on the following conditions that suspend the following:
(a) the issue by the President of the Office of Competition and Consumer Protection the decision allowing to take the control over Elkomtech or the decision that the take over the control does not require the consent;
(b) change of method and conditions of employment of the members of the Executive Board of Elkomtech;
(c) making by Elkomtech and submission the Issuer financial statement of Elkomtech for the financial year ending on 31st December 2013;
4. The Preliminary Contract includes the terminating condition consisting in case when the suspending conditions specified above are not met at the latest on 31st May 2014. The Preliminary Contract expires, while the Issuer can waive to fulfill the conditions specified in point 3 (b)-(c);
5. The Preliminary Contract provides with liquidated damages in amount of 5.000.000 PLN in case of breaching by the Sellers the prohibition of competition specified in the Preliminary Contract; the payment of liquidated damages does not exclude the rights of the Issuer to pursue claims for the compensation exceeding the above liquidated damages.
6. Detail conditions of the Preliminary Contract do not differ from market standards being applied in similar contracts.
The above Preliminary Contract meets the criteria of the contract to be considered as the significant one since the value of the subject of the contract exceeds the value of 10% of equities of the Issuer. The Issuer will announce about meeting of the conditions of the transaction and signing of the Promised Contract in the separate report.
The acquisition of the shares of Elkomtech is for the Issuer the long term investment and current activity of Elkomtech will be continued. The financing of the acquisition of assets will be based on own financial means of the Issuer and bank credit. The Issuer points out that there are no relationships between the Issuer and persons in management and supervision of the Issuer and the entities that sold the shares of Elkomtech for the Issuer.
Elkomtech is leading Polish supplier of IT systems of SCADA class for power engineering and equipment of telemechanics cooperating with them, protections and other network equipment with disperse intelligence, providing the possibility of the remote control and the supervision of power grid for the entire voltage range.The company has been acting for 25 years and it has significant share in commercial power industry.
Capital relationships is the following stage of development of the Issuer and it will allow to complete service of power engineering sector.
In result of integration of the area of activity of Apator Group, covering:
• the equipment for making and breaking and protection of low voltage circuits;
• IT systems governing the network property, distribution and data read out from electricity meters;
and IT developments of SCADA class, designed for data acquisition, control and supervision and equipment of telemechanics and digital protections, the offer of Apator Group will be completed with comprehensive tools for automation of the operation of complete power grids for the entire voltage range.
The Issuer announced about the negotiations held concerning the acquisition in current report no.40/2013 dated 12th December 2013.
(i) Art. 56 para 1 point 2 of the Act dated 29th July 2005 of public offer and the conditions for introducing of financial instruments to the organized trading system and on public companies (Dz. U. No 184.item. 1539 with later amendments)
(ii) §5 para 1 point 3 the Resolution of the Minister of Finance dated 19th February 2009 on current and regular information being transferred by the Issuers of securities and conditions for the recognition as equivalent information required by the regulations of the country not being the member of the EU. (Dz. U. No.3 item 259 with later amendments).
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