Raport numer: 25/2022
With reference to current reports no 17/2021 and 32/2021 regarding the review of strategic options for selected groups of assets, the Management Board of Boryszew S.A. based in Warsaw (“Company”, “Issuer”) advises that on 25 May 2022, the Company concluded a preliminary conditional agreement with Air Force Institute of Technology (AFIT) for the sale of 100% shares (“Agreement”) of Nylonbor Sp. z o.o. based in Sochaczew (“Nylonbor”).
The conclusion of the share sale agreement will be preceded by the increase by the Issuer of Nylonbor initial capital and covering it with in-kind contribution in form of the Issuer’s Branch operating under the name of Boryszew S.A. Nylonbor branch in Sochaczew (“Nylonbor Branch”). The conclusion of the share sale agreement will also require occurrence of a number of organisational and corporate circumstances typical for such agreements, such as obtaining consent of relevant supervisory bodies of AFIT or submission of appropriate representations.
The price for the shares after the increase, i.e. for all assets currently attributed to the Nylonbor subsidiary and Nylonbor Branch was set at PLN 19.9 million. The Issuer indicates that on 31 December 2021 the total value of assets that will be ultimately sold, i.e. shares in Nylonbor and the value of current and non-current assets of Nylonbor Branch that will be contributed in kind to Nylonbor, in the books of the Issuer amounts to ca PLN 18.4 million.
The agreement contains no provisions regarding significant contractual penalties that may be imposed on the Issuer. The provisions of the Agreement on the assurances made, termination of the Agreement, contractual penalties or withdrawal from the Agreement are not different to conditions generally applied in agreements of this type.
Nylonbor branch is a manufacturer of advanced structural polyamides, used for the production of machine and equipment components and battlefield simulators for military applications. In 2021 Nylonbor branch generated PLN 12.6 million in sales revenue (in 2020: PLN 10.2 million), EBITDA (calculated as profit/loss before financial costs /interest/, taxes and depreciation) in 2021 amounted to PLN 1.1 million (in 2020: PLN 0.65 million).
The transaction is expected to be completed in Q3 2022 The transaction will have no significant influence on financial results and liquidity of Boryszew Capital Group. On the other hand, the sale of the mentioned assets is considered significant, given the review process of strategic options for assets, which is still underway.
The Buyer is an entity with no organisational or personal relations with the Issuer.
In subsequent current reports the Issuer will advise on a contribution in kind in the form of Nylonbor branch to Nylonbor Sp. z o.o. and on conclusion of a sales agreement or, possibly, occurrence of circumstances preventing its conclusion.
Legal attitude: Article 17 section 1 MAR – Confidential information.
Signatures:
Wojciech Kowalczyk – 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.