47/2019 – Conclusion of a preliminary conditional agreement for the sale of significant assets

47/2019

In reference to the current report no. 26/2019 of 28 May 2019 on the commencement of negotiations on the sale of assets, the Management Board of Boryszew S.A. (“Issuer”) informs that on 27 November 2019 the Issuer and SPV Boryszew 3 Sp. z o.o. (“SPV Boryszew 3”) and Impexmetal Holding Sp. z o.o. (“Impexmetal Holding”) as the sellers (“Sellers”), concluded with Gränges AB with its registered office in Stockholm (Sweden) as the purchaser (“Purchaser”) a preliminary conditional share purchase agreement (“Agreement”) of shares in Impexmetal S.A. with its registered office in Warsaw (“Company”) (“Transaction”).

In accordance with the Agreement, the Sellers undertook to sell 190,000,000 shares of the Company representing as of the date of the Agreement 100.00% of the Company’s share capital, entitling to 100.00% of votes at the Company’s General Meeting of Shareholders, whereby:
– the Issuer undertook to sell 117,720,968 shares of the Company, representing as of the date of the Agreement 61.96% of the Company’s share capital, entitling to 61.96% of votes at the Company’s General Meeting of Shareholders;
– SPV Boryszew 3 undertook to sell 7,279,032 shares of the Company, representing as of the date of the Agreement 3.83% of the Company’s share capital, entitling to 3.83% of the votes at the Company’s General Meeting of Shareholders; and
– Impexmetal Holding undertook to sell 65,000,000 shares of the Company representing as of the date of the Agreement 34.21% of the Company’s share capital, entitling to 34.21% of the votes at the Company’s General Meeting of Shareholders.

The Agreement was concluded subject to the fulfilment of the conditions specified in the Agreement, including, among others: (i) demerger of the Company by separation the Company’s assets to Impexmetal Holding in a way that the remaining assets enable the Company to continue production activities conducted by the Company so far; and (ii) obtaining the consent of the relevant antitrust authorities to execute the Transaction.
The purchase price for the Company’s shares will be calculated in accordance with the mechanism indicated in the Agreement, where the share purchase price will be subject to standard adjustments to the Company’s enterprise value equal to PLN 938,000,000.00, as agreed by the parties of the Agreement, with the value of, among others: net debt, net working capital, pre-paid capex and other adjustments resulting from the terms of the Transaction. The agreed Company’s enterprise value may be changed with respect to the level of EBITDA achieved in the period from 1 April 2019 to 31 March 2020.
Other terms and conditions of the Agreement do not differ from those which apply to agreements of this type.

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.