Entering into a significant transaction with affiliated entity
(Current Report No. 61/2023)
19.12.2023 /Issuer/.
Legal basis:
Article 17 sec.1 MAR - confidential information
Art. 90i sec. 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 (Journal of Laws 2022.2554, 2022.12.09)
The Management Board of CCC S.A. with its seat in Polkowice (the "Issuer"), acting based on Article 90i sec.1 and Article 90k of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies, informs that on December 19, 2023. The Issuer subscribed for 100,000 (one hundred thousand) shares with a nominal value of PLN 50.00 each, in the increased share capital of a company operating under the name CCC.eu spółka z ograniczoną odpowiedzialnością with its seat in Polkowice ("Subscribed Shares") ("CCC.eu"), a subsidiary of the Issuer, in the share capital of which the Issuer holds directly and indirectly 100% of shares, including directly 80.05% of shares, in exchange for a cash contribution with a total value of PLN 650 million. After the registration of the CCC.eu share capital increase in the Register of Entrepreneurs of the National Court Register, the Issuer will hold directly and indirectly 100%, including directly 86.69% of shares in the share capital of CCC.eu.
The Issuer's Supervisory Board has authorized the Issuer to enter into a transaction with a related party, consisting of (i) the Issuer's acquisition of the Acquired Shares, (ii) the Issuer's filing of a statement of acquisition of the Acquired Shares, and (iii) the Issuer and CCC.eu entering into a debt set-off agreement to cover the Acquired Shares.
December 19, 2023. The Issuer made a statement on the acquisition of the Acquired Shares and entered into a debt set-off agreement with CCC.eu to cover the Acquired Shares in the increased share capital of CCC.eu. Pursuant to the set-off agreement, the receivable for the Acquired Shares in the amount of PLN 650 million will be covered by setting off this amount against a part of the Issuer's receivable from CCC.eu under the loan agreement dated June 22, 2021, as amended by Annex No. 1 dated April 24, 2023.
The transaction in question has been deemed material by the Issuer's Management Board due to its value exceeding 5% of the Issuer's total assets within the meaning of the Accounting Act of September 29, 1994, as determined based on the Issuer's last approved financial statements. The value of the transaction amounts to PLN 650 million. The Issuer determined the value of the transaction in question at market value.
The conclusion of the transaction in question is justified by the interests of the Issuer and non-affiliated shareholders, including minority shareholders, as the transaction in question is the implementation of the Issuer's decision to increase the equity of CCC.eu.