25/2019
The Management Board of Boryszew S.A. (“The Company”) acting under art. 17 para. 1 of the MAR Regulation, hereby announces to the public confidential information that on May 17th 2019 the Company and the following entities: Impexmetal S.A. with its registered seat in Warsaw (“Impexmetal”) and SPV Boryszew 3 Sp. z o.o. with its registered seat in Warsaw, acting in cooperation as the callers (“the Callers”), announced, through Santander Bank Polska S.A., conducting stock brokerage activities as part of a separated organizational unit, a call to subscribe to the issuance of 64.620.000 shares of Impexmetal, i.e. the sale of all Impexmetal’s shares within exchange trading, which are not owned by the Callers. Due to the announced call, it is planned that the Callers reach a condition in which the Callers will jointly possess 190,000,000 shares of Impexmetal, entitling them to 190,000,000 votes in the total number of votes during the General Meeting, constituting 100% of the total number of votes during the General Meeting. (“Call”).
The entities purchasing shares will be the Company and Impexmetal.
The announcement of the call occurred based on art. 74 para. 1 of the act dated July 29th, 2005 on public offer and the conditions for introducing financial instruments into organized trading system and on public limited companies. The price for the purchase of the shares in the Call was established to be PLN 4.25 per share, which corresponds to the criteria determined in art. 79 of the act dated July 29th, 2005 on public offer and the condition for the introduction of financial instruments into an organized trading system and on public limited companies.
In order to finance the purchase of shares in the Call by Impexmetal, the Company as the guarantor and Impexmetal as the barrower concluded on May 16th, 2019 a credit agreement with HSBC France (Spółka Akcyjna) Poland Branch, of which the Company informed in the current report no. 24/2019.
The Company informs that if after conducting the Call and purchasing the shares by Impexmetal and by the Company the Callers shall reach 90% or more of the general number of votes at the General Meeting of Impexmetal S.A., the Callers will conduct a compulsory redemption of the shares owned by minority shareholders based on the rules determined in particular in art. 82 dated July 29th, 2005 of the act on public offer and the conditions for the introduction of financial instruments into the organized trading system and public limited companies.
The legal basis: Art. 17 para. 1 MAR – confidential information
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.