Change of the agreement regarding the acquisition of shares of EOBUWIE.PL S.A
(Current report no. 3/2016)
13.01.2016 /The Issuer/
Legal basis:
Art. 56 sec. 1 pt. 2 of the Act on Public Offering - current and periodic information:
The Management Board of CCC S.A. (the Issuer) hereby informs that on 12 January 2016 they signed an annex to the agreement obliging the sale of shares of eobuwie.pl S.A., dated on 26 August 2015, concluded between CCC S.A., based in Polkowice ("The Buyer") and the shareholders of the Company eobuwie.pl S.A., based in Zielona Góra ("The Seller"), the conclusion of which the Issuer informed in the current report No. 51/2015, dated on 26 August 2015.
The parties decided to make amendments concerning the possibility of transferring by The Buyer all or the part of the I Tranche Shares acquired by CCC S.A. under the Closing for CCC.eu Sp. z o.o., based in Polkowice, at Strefowa 6, 59-101 Polkowice (a subsidiary of CCC S.A.) or to another entity of the group of The Buyer. In case of transferring I Tranche Shares from The Buyer to an entity of the group, it will be jointly and severally liable with The Buyer for all liabilities of the Buyer under the Agreement and will become a joint creditor together with The Buyer for any rights of the Buyer specified in the Agreement, with the exception of rights and obligations of The Buyer resulting from the Call Option and the Put Option, to which only The Buyer will be entitled.
Due to the aforementioned amendment, contractual penalties are being introduced of which the maximum amount may exceed the equivalent of at least 10% of the Agreement:
1 / in case of not entering by an entity of the group of The Buyer to the Agreement, unless it results in the assignment of the I Tranche Shares on it, The Buyer will be required in relation to the Shareholders entitled jointly and severally to pay a contractual penalty in the amount of PLN 20,000,000.00 (twenty million zlotys);
2 / in case of any failure or performance of the entity of the group of The Buyer, which would result in the inability to perform by the Seller the Put Option under the Agreement, The Buyer will be required to pay a contractual penalty in the amount of PLN 75,000,000.00 (seventy five million zlotys);
3 / in case of breaching the obligation of The Buyer that neither The Buyer nor any entity of the group of The Buyer, without the consent of the Seller, will sue, or in any way will not lead to the annulment, amendment or repeal of a resolution of the General Meeting of eobuwie.pl S.A. on granting the consent for the sale of the II Tranche Shares for The Buyer or entity in the group, which will be made after concluding the Agreement in case The Buyer after selling the sale of I Tranche Shares ceased to be a shareholder, The Buyer will be required to pay contractual penalty in the amount of PLN 20,000,000.00 (twenty million zlotys).
Other provisions of the agreement do not differ from the market conditions for this type of agreement.
The amount of equity is the criterion of the agreement to be considered as significant.
Legal basis:
§ 5 section 1 point 3 of the Decree of the Minister of Finance of 19th February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of non-member states.
Signatures:
1 / Piotr Nowjalis – Vice-President
2 / Mariusz Gnych – Vice-President