5/2019 – Announcement by the Company of a tender offer to subscribe for the sale of shares in Alchemia S.A.

5/2019

The Management Board of Boryszew S.A. with its registered office in Warsaw (the “Company”) informs that on January 11, 2019, the Company and the following entities: Mr. Roman Karkosik, Ms. Grażyna Karkosik, the company Impexmetal S.A. with headquarters in Warsaw and Eastside-Bis Sp. z o.o. with its registered office in Warsaw, acting jointly as the calling party (the “Summoner”), announced via Santander Bank Polska S.A. conducting a brokerage activity within a separate organizational unit, a call to subscribe for the sale of 29,455,000 Alchemia shares, ie for the sale of all Alchemia shares being traded on the stock exchange, which are not in the hands of the Callers. In connection with the tender offer, it is planned to achieve the level of 100% of the share capital / total number of votes at the General Meeting of Alchemia (the “Call”).
The entity purchasing the shares is Impexmetal S.A. with headquarters in Warsaw.
The Call was announced on the basis of art. 74 par. 2 of the Public Offering Act in connection with the Callers’ exceeding the threshold of 66% of the total number of votes at the General Meeting of Alchemia. The price for the purchase of shares in the Tender Offer was set at PLN 4.80 per share, which corresponds to the criteria specified in art. 79 of the Act on Public Offering.
In order to finance the purchase of shares in the Impexmetal S.A. Call with its registered office in Warsaw as the borrower and the Company as guarantor concluded on January 10, 2019 with HSBC Bank PLC with its registered office in London, a loan agreement about which the Company informed in its current report 4/2019. The Company informs that if after the Tender Offer and the acquisition by Impexmetal S.A. with the registered office in Warsaw, the Caller will achieve 90% or more of the total number of votes at the General Meeting of Alchemia, the Callers will carry out the compulsory purchase of shares held by minority shareholders on the terms specified in particular in art. 82 of the Act on Public Offering.

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.