Important contract of the acquisition of shares of George Wilson Industries Ltd. concluded by subsidiary - Apator Metrix SA
Further to current report no. 9/2015, Management Board of Apator SA („Issuer”) announces that on 26th February 2015 subsidiary - Apator Metrix SA with headquarters in Tczew and National Industry Group Ltd. („NIG”) with headquarters in Guernsey concluded the contract of acquisition of 4 million shares (that is 50%) in George Wilson Industries Ltd. („GWi”) with headquarters in Coventry (the United Kingdom) for the price of GBP 5,4 m (that is PLN 30,6 m).
The purchase of other 50% shares is the earlier performance of optional contract concluded between Apator Metrix SA and NIG on 5th September 2012 (mentioned by the Issuer in current report no. 47/2012) concluded on the following conditions:
(i) price of GBP 5.400 000 (that is PLN 30,6 m) to be paid in the following instalments:
- till 28th February 2015 : GBP 0,9 m (that is PLN 5,1 m),
- till 28th February 2016 : GBP 0,9 m
- till 28th February 2017 : GBP 0,9 m
- till 28th February 2018 : GBP 0,9 m
- till 28th February 2019 : GBP 0,9 m
- till 28th February 2020 : GBP 0,9 m
(ii) Apator Metrix SA will grant the guarantee for the repayment by GWi the borrowing granted by BI Group PLC (wholly owned subsidiary of NIG) in amount of GBP 1.700,000 (that is 9,6 m PLN). The repayment of the borrowing will be made from current assets of GWi pursuant to the following schedule:
- not later than 30th November 2015: GBP 0,1 m (that is PLN 0,6 m),
- not later than 30th November 2016: GBP 0,1 m (that is PLN 0,6 m),
- not later than 30th November 2017: GBP 0,6 m (that is PLN 3,4 m),
- not later than 30th November 2018: GBP 0,9 m (that is PLN 5,1 m).
(iii) Apator SA will grant the guarantee NIG for the amount of GBP 4,5 m (that is PLN 25,5 m) hedging the repayment of deferred payment resulting of the acquisition of shares by Apator Metrix SA. The guarantee will be granted till 2020. Apator SA will get from Apator Metrix SA the commission in annual amount of 0,8% resulting of guarantee granted.
Detailed conditions of the contract do not differ from the market standards being used in similar contracts.
Apator Metrix SA has made use of the earlier option of acquisition of other 50% of shares and took thus 100% of shares in this company.
GWi acts in metering sector on British market and it manufactures and sales residential gas meters and also industrial ones and deals with smart gas metering.
The contract has been considered as important one due to the exceeding 10% of equities of the Issuer.
All above mentioned values and quoted in PLN had been calculated according to average exchange rate of the Polish National Bank dated 26th February 2015 which is 1GBP = PLN 5,6736.
(i) Art. 56 para 1 point 2 of the Act dated 29th July 2005 on public offering and conditions of introduction financial instruments to organized trading system and public companies (Journal of Laws No. 184, item 1539 with amendments).
(ii) § 5 para 1 point 3 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments)
(iii) § 5 para 1 point 7 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments).
CONTACT ON INVESTOR RELATIONS
Frequently asked questions and answers.