Providing the information on establishing and confirming by the Auditor the value of EBITDA 2015 of the Company eobuwie.pl S.A. for the purposes of determining the price for the shares of eobuwie.pl S.A.
(Current report 12/2016)
11.04.2016 /The Issuer/
Legal basis:
Art. 56 section 1 item 1 of the Public Offering Act - confidential information
The Management Board of CCC S.A. (The "Issuer") informs that on 11 April 2016 they received the information from the subsidiary company eobuwie.pl S.A. (The "Company") on establishing the value of EBITDA 2015 for the purpose of determining the price for the I Tranche Shares of the Company eobuwie.pl S.A. regarding the conclusion of the Commitment Agreement of Sale of Shares of eobuwie.pl S.A. dated on 26 August 2015 on the conclusion of which the Issuer informed in the current report No. 51/2015 dated on 26 August 2015.
EBITDA in 2015 as calculated by the Company in accordance with the provisions of the Commitment Agreement is PLN 26,332,460.00 (twenty six milion three hundred thirty two thousand and four hundred sixty PLN) and was confirmed by the Auditor of the Company KPMG Audit limited liability (Sp. z o.o.) limited partnership (sp.k.) based on audited by the Auditor, prepared by the Company's consolidated financial statements.
Accordingly, the Issuer announces that due to achieving by the Company EBITDA 2015 higher than PLN 15,000,000.00 (fifteen million PLN), it shall, within 30 days of the payment of the Supplementary Amount for I Tranche Shares, which was defined as 74,99% of the amount determined as follows: the product of PLN 12,00 (twelve PLN) for each PLN 1,00 (one PLN) of EBITDA 2015 over the amount of PLN 15,000,000.00 (fifteen million PLN), less the amount paid to the Shareholders by way of a profit settlement attributable to the Company for the reporting period from 01.01.2015 until 01.02.2015, when the Company operated in the form of a registered parntership, i.e. PLN 1,300,000.00 (one milion three hundred thousand PLN).
According to the assumptions set out in the Commitment Agreement and the specified value of EBITDA 2015, the Supplementary Amount shall amount to PLN 100,678,541.05 (one hundred milion six hundred seventy eight thousand and five hundred forty one, 5/100 PLN).
Accordingly, the price for 74.99% of the shares of eobuwie.pl S.A. shall amount to PLN 230,660,541.05 (two hundred thirty million six hundred and sixty thousand and five hundred forty one, 5/100 PLN).
Moreover, the Issuer will pay the shareholders of the Company, no later than 7 days after the expiration of 12 months from the date of transfer of shares (15.01.2016) the amount of PLN 5,000,000.00 (five million PLN) plus interest at the rate of 2.5% per annum, if all or part of this amount is not secured by the Issuer on account of the claims of the Issuer in respect of defects of representations and warranties made by the Company's Shareholders in respect of the conclusion of the investment agreement.
Accordingly, the maximum final price for the 74.99% shares of eobuwie.pl S.A. may amount to PLN 235,660,541.05 (two hundred thirty five million six hundred and sixty thousand and five hundred forty one, 5/100 PLN).