Conclusion of a significant transaction between related entities of the Issuer
(Current Report No. 10/2024)
26.03.2024 /The Issuer/
Legal basis:
Article 17(1) MAR - confidential information
Art. 90i (1) and 90k of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies
The Management Board of CCC S.A. based in Polkowice (the "Issuer"), acting based on Article 90i(1) and Article 90k of the Act of July 29, 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (the "Offering Act"), informs that on March 26, 2024, a subsidiary of the Issuer, i.e. CCC.eu spółka z ograniczoną odpowiedzialnością based in Polkowice, National Court Register /KRS/: 0000506139 ("CCC.eu"), acquired 3,464,500 shares with a nominal value of PLN 50.00 each, with a total nominal value of PLN 173,225,000.00, in the increased share capital of the Issuer's subsidiary, i.e. CCC Tech spółka z ograniczoną odpowiedzialnością based in Polkowice, National Court Register /KRS/: 0001084376 ("Subscribed CCC Tech Shares"), in exchange for a contribution in kind with a total value of PLN 173,225,000.00 in the form of a financially, functionally and organizationally separated set of tangible and intangible components capable of carrying out business activities, constituting an organized part of the enterprise within the meaning of Article 551 of the Civil Code, including the components of the CCC.eu IT Division ("In-kind contribution"). After the registration of the increase in the share capital of CCC Tech in the Register of Entrepreneurs of the National Court Register, the Issuer will directly hold 0.003% of the shares in the share capital of CCC Tech, corresponding to 0.003% of the total number of votes, while CCC.eu will directly hold 99.997% of the shares in the share capital of CCC Tech, corresponding to 99.997% of the total number of votes. On the same day, CCC.eu entered into an agreement with CCC Tech to transfer the rights to the Contribution to cover the Acquired Shares of CCC Tech in the increased share capital of CCC Tech. The acquisition of the IT Division will take effect on April 1, 2024.
The value of the Contribution was determined based on a valuation prepared on behalf of CCC.eu made based on the comparative method using the EV/EBIT multiplier. The subscribed CCC Tech Shares were acquired at the value resulting from the said valuation.
The conclusion of this transaction is justified by the interests of the Issuer and non-affiliated shareholders, including minority shareholders, because the transaction is aimed at transferring the IT Division functioning so far within CCC.eu, to CCC Tech, which will concentrate the activities of the IT Division of the entire CCC Capital Group. The functioning of the IT Division was a side business of CCC.eu and focused primarily on providing IT services to CCC.eu and CCC Capital Group companies. Separation of the activities of the IT Division to a new entity dedicated to IT services is another step related to simplifying the business structure of the CCC Capital Group, organizing the functions of individual companies in the group, unifying and standardizing the structure and reducing inter-company settlements. In addition, the transfer of the IT Division to an entity providing only specialized IT activities creates more attractive jobs for employees and IT specialists, which is in line with the CCC Capital Group's strategy for further dynamic technological development, and provides an opportunity to provide IT services outside the CCC Capital Group and generate additional revenue at the CCC Capital Group level.
The transaction was considered by the Issuer's Board of Directors to be material within the meaning of Article 90h (1) (1) of the Act on Public Offering, as its value exceeds 5% of CCC.eu's total assets, within the meaning of the Accounting Act of September 29, 1994, as determined based on CCC.eu's last approved financial statements. CCC.eu's last approved annual financial statements are those as of January 31, 2023, which indicate total assets as of that date of PLN 2,577,260,191.84. Due to the value of this transaction, the Issuer considered that the information on it constitutes confidential information within the meaning of Article 7 of MAR.