Disclosure of delayed information on the taking up, by the Management Board of CCC S.A., the decision on the completion of the preparatory stage and the commencement of the stage aimed at negotiating and determining the content of the agreement on the acquisition of the majority stake in Karl Voegele AG ("Voegele")
(Current report no. 16/2018)
22.05.2018 /The Issuer/
Legal basis:
Art. 17 sec. 1 and 4 of MAR - confidential information
The Management Board of CCC S.A. (hereinafter: the Issuer) acting pursuant to art. 17 sec. 1 and 4 of Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the MAR Regulation) hereby provides delayed information on the taking up, by the Management Board of CCC S.A., the decision on the completion of the preparatory stage and the commencement of the stage aimed at negotiating and determining the content of the agreement on the acquisition of a majority stake constituting 70% of the shares of Karl Voegele AG ("Voegele") based in Uznach (Switzerland).
Based on Article. 17 sec. 4 of MAR, public disclosure of this confidential information was delayed on May 18, 2018.
The contents of delayed information: The Issuer's Management Board hereby informs that after getting acquainted with the analyzes and recommendations prepared by the Company's advisers, decided to acquire the majority stake of Karl Voegele AG ("Voegele").
Due to the above, the Management Board decided to complete the preparatory stage of the Transaction and commence negotiations aimed at negotiating and determining the content of the majority stake purchase agreement constituting 70% of shares in Karl Voegele AG ("Voegele") based in Uznach (Switzerland).
Reasons for delaying the delivery of confidential information:
Delayed delivery of confidential information meets the conditions set out in the MAR Regulation and issued pursuant to art. 17 sec. 11 of MAR Regulation of the European Securities and Markets Authority regarding the regulation on market abuse as of October 20, 2016 due to the fact that in the Issuer's opinion, a prompt disclosure of information at this stage of the Company's actions could affect the legitimate interests of the Issuer by having a negative impact on the course of these negotiations and the deterioration of the Issuer's negotiating position, and cause incorrect assessment of this information and its potential impact on the value of the Issuer by the public.
Bearing in mind the legitimate interests of the Issuer and its shareholders, as well as meeting the legal requirements of the MAR Regulation, the Issuer shall provide separate information on the next stages of the potential transaction, including possible information about the termination of negotiations and the transaction and its conditions, if such information will be regarded as confidential information.
The Issuer's Management Board ensures at the same time that it has taken steps, required by the MAR Regulation in order to keep secret information confidential until it has been made public.
The delay will not mislead the public, since the delayed information concerns the negotiation of a potential transaction, the details of which are not yet known, and the result is uncertain. Premature publication of confidential information could mislead investors as to the probability of occurrence and the terms of any transaction.
Confidential information is delayed until May 31, 2018.
Information may also be made public before expiry of that period, in the event that the Issuer concludes with Karl Voegele AG or its shareholders, a conditional agreement or other agreement under which the Parties undertake to sign an investment agreement regarding a potential acquisition of 70% of the shares of Karl Voegele AG by CCC S.A. or other subsidiary of CCC S.A., or when other transaction decisions are made.
According to the content of art. 17 sec. the third paragraph of the MAR Regulation immediately after the delayed disclosure of confidential information, the Issuer shall inform the Polish Financial Supervision Authority of the delay of disclosure of confidential information together with an indication of the fulfillment of the reasons for such delay, in accordance with Art. 4 (3) of the EU Commission Implementing Regulation No 2016/1055.
Delayed confidential information will not be made public if it loses the value of confidential information before its expiry date, in particular as a result of the Issuer's withdrawal from the transaction.