Disclosure of delayed confidential information on the commencement of negotiations with the minority shareholders of Modivo S.A. on the establishment of conditions for the sale of minority stakes in Modivo S.A. to CCC S.A. using funds from the issue of new shares of CCC S.A.
(Current Report No. 04/2025)
17.02.2025 /Issuer/
Legal basis
Article 17 (1) MAR - confidential information
The Management Board of CCC S.A., with its registered office in Polkowice ("CCC"), announces information whose public disclosure has been delayed pursuant to Article 17(1) and (4) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014. on market abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR Regulation"), on commencement of negotiations with minority shareholders of Modivo S.A. with its registered office in Zielona Góra ("Modivo") (hereinafter collectively referred to as the "Investors"),
concerning the determination of the terms and conditions of the sale of blocks of shares in Modivo S.A. by the Investors to CCC using the proceeds from the issue of new CCC shares (the "Confidential Information").
Pursuant to Article 17 section 4 of the MAR Regulation, the public disclosure of the confidential information in question has been delayed on January 8, 2025.
Content of delayed Confidential Information:
The Management Board of CCC S.A. with its registered office in Polkowice ("CCC") hereby announces that, having held preliminary discussions with Modivo's minority shareholders on January 8, 2025, it has decided to begin negotiating the terms of the proposed transaction for the repurchase by CCC of blocks of shares in Modivo S.A. with its registered office in Zielona Gora ("Modivo") from its minority shareholders (hereinafter collectively referred to as the "Investors") using the proceeds from a new issue of shares of CCC executed with the potential participation of the Investors (the "Transaction").
The entire terms of the Transaction are subject to negotiation and approval by CCC and the Investors, as well as the signing of the relevant formal documents.
At the same time, the Management Board informs that it has not made any binding decisions on the implementation of the contemplated Transaction, and the outcome of the negotiations of its terms is uncertain.
Reasons justifying the delay in the transfer of Confidential Information:
In the opinion of the CCC's Management Board, the delay in providing the Confidential Information met, at the time of the decision to delay, the conditions set forth in the MAR Regulation and the European Securities and Markets Authority's guidelines for the Market Abuse Regulation of October 20, 2016, issued pursuant to Article 17 section 11 of the MAR Regulation.
In the opinion of the CCC's Management Board, immediate disclosure of Confidential Information at this stage of the Company's preliminary activities, which are a stage of a drawn-out process aimed at carrying out the Transaction, could harm the legitimate interests of the Company and its capital group by adversely affecting its course, and even result in the impossibility of successfully completing it in the future, particularly due to the uncertainty regarding the outcome of negotiations and the possibility of concluding transaction agreements, as well as carrying out the issuance of new CCC shares.
Completion of the process aimed at carrying out the Transaction also depends on the fulfillment of a number of conditions, which include the approval of CCC group's financing banks and Modivo, which further affects the likelihood of its successful completion in the future.
The absence of any of the above circumstances could translate negatively into CCC's ability to achieve its business and financial objectives, moreover, the likelihood of actually completing the Transaction was unknown at the time of the decision to delay.
In the opinion of the Company's Management Board, there were no indications that the delay in disclosure of the Confidential Information in question could have misled the public and investors as to the likelihood of the occurrence and terms of the Transaction and caused an improper assessment of this information as well as its potential impact on the value of CCC.
At the same time, the Management Board of CCC assures that it has taken the steps required by the MAR Regulation to maintain the confidentiality of the delayed Confidential Information until it is made public, in particular through the internal information circulation and protection procedures implemented at the Company's group level. At the time of the decision to delay public disclosure of the Confidential Information, in accordance with Article 18 of the MAR Regulation, a list of persons with access to the Confidential Information was compiled, which was monitored on an ongoing basis and updated as necessary.
The Confidential Information has been delayed for the duration of the negotiations, i.e. until February 17, 2025.
Bearing in mind the legitimate interests of CCC and its shareholders, as well as meeting the legal requirements of the MAR Regulation, CCC will provide information on the possible positive conclusion of the negotiations and proceeding with the implementation of the above actions and their terms, if such information has the value of confidential information, in a separate report.
Pursuant to the wording of the third paragraph of Article 17 section 4 of the MAR Regulation, immediately after the delayed confidential information is made public, CCC will inform the PFSA of the delayed disclosure of confidential information, together with an indication of the fulfillment of the grounds for such delay, in accordance with Article 4 section 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 the deadline for its public disclosure, in particular, as a result of withdrawal by CCC or the Investors from carrying out the Transaction.