Acquisition of shares in eobuwie.pl S.A.
(Current report No. 15/2021)
31.03.2021 /the Issuer/
Article 17 Section 1 of the MAR – inside information
With reference to current report No. 14/2021 dated 31 March 2021, the Management Board of CCC S.A. with its registered office in Polkowice (the “Issuer”) announces that on 31 March 2021 the Issuer and its subsidiary CCC Shoes & Bags sp. z o.o. executed with MKK3 spółka z o.o. with its registered office in Zielona Góra (“MKK3”) and its shareholders, with the participation of eobuwie.pl S.A. with its registered office in Zielona Góra (“eobuwie”), a share purchase agreement (the “Agreement”) concerning the purchase from MKK3 a stake of 2,000,000 ordinary and preferred shares in eobuwie, representing 20% of the share capital of eobuwie and carrying 20% of the votes at the general meeting of eobuwie (the “Stake”) for a total price of PLN 720 million (the “Price”). The share transfer agreement provided in the Agreement is to be executed and the Price for the Stake is to be paid by 30 September 2021. The obligations of the Issuer and CCC Shoes & Bags sp. z o.o. under the Agreement are joint and several.
In accordance with the Agreement, CCC Shoes & Bags sp. z o.o. made an irrevocable offer to MKK3 to acquire the remaining 5.01% of shares in eobuwie held by MKK3 (the “Put Option”) for a total price of PLN 180 million (the “Option Price”), generally being in force from 1 January 2023 to 31 December 2025, with the Put Option expiring in the event of an initial public offering of shares in eobuwie. The Agreement provides for contractual penalties equal to the Price or the Option Price that can be claimed by a party rescinding the Agreement due to the other party’s failure to complete any actions required for the transaction closing. In order to secure the payment of the Price, Option Price and the above-mentioned contractual penalties, the Issuer and CCC Shoes & Bags sp. z o.o. made statements of voluntary submission to enforcement pursuant to Article 777 of the Civil Procedure Code.
Additionally, the Agreement also grants the Issuer and CCC Shoes & Bags sp. z o.o. priority right to acquire the remaining 5.01% of shares in eobuwie from MKK3, and following the sale of the Stake by MKK3 pursuant to the Agreement, the right of MKK3 to appoint the Vice-Chairman of the Supervisory Board of eobuwie as long as he is a shareholder of the Company or until the IPO date.
Upon the acquisition of the Stake, the agreement on the sale of shares of 2015 will terminate (the Issuer announced the execution of this agreement in its current report No. 51/2015 dated 26 August 2015), including the put/call options regulated therein and the statutory powers of MKK3 expire, and the Articles of Association of eobuwie and corporate governance will be aligned with the guidelines and decisions of the Issuer.
In the opinion of the Management Board of the Issuer, the structure of the acquisition of eobuwie shares from MKK3 is optimal from the point of view of the Issuer’s shareholders. The transaction will contribute to further dynamic growth of eobuwie supported by joint actions and involvement of all shareholders of eobuwie.