Position of the Management Board of Awbud SA
regarding a tender offer to sell shares of Awbud SA announced
on 27 December 2018 by the company Abadon Real Estate SA with its registered office in Bielsko-Biała
and Petrofox sp. z oo with its registered office in Bielsko-Biała
Acting on the basis of art. 80 of the Act of July 29, 2005 on Public Offering and Conditions
introduction of financial instruments to the organized trading system and companies
("Act"), the Management Board of AWBUD SA in Fugasówka ("Issuer", "Company")
to the public the position of the Company's Management Board regarding the call to subscribe for
sale of 2,802,602 shares of the Company, representing 34% of the total number of votes in the Company ("Shares"),
announced on December 27, 2018 by the company Abadon Real Estate SA with its registered office in Bielsko -
Biała ("Abadon", "Purchasing") and the company Petrofox sp. Z oo with its registered office in Bielsko-Biała
("Petrofox", together with Abadon "the Caller") pursuant to art. 74 par. 1 of the Act (the "Call").
According to the content of the Call, the entity purchasing the Shares is Abadon. As a result of the Call
Abadon intends to acquire 2,802,602 Shares representing 34% of the share capital of the Company,
authorizing to exercise the same number of votes at the Issuer's general meeting,
constituting 34% of the total number of votes in the Company. Out of the Stocks 2,802,447 shares
the assets are in dematerialized form, have been marked by the National Depository
Securities SA code ISIN: PLINSTL00011, and also remains entered into
trading on the regulated market operated by the Warsaw Stock Exchange
w Warszawie SA ("WSE").
On the day of announcing the Call, Abadon together with Petrof ox (ie a subsidiary of Abadon
within the meaning of the Act), holds a total of 5,440,344 shares of the Company, representing 66% of the capital
the Issuer's share, entitling to execute the same number of votes on the general
gathered by the Issuer, constituting 66% of the total number of votes in the Company.
After conducting the Call, Abadon intends to achieve, together with Petrof, 8,242,946 shares of the Company,
representing 100% of the Issuer's share capital, entitling to exercise such
the same number of votes at the general meeting of the Issuer, representing 100% of the total number of votes
in the company.
Both Abadon and Petrofox belong to the Capital Group (within the meaning of the Act), of which
the parent company is Murapol SA with its registered office in Bielsko-Biała ("Murapol").
Pursuant to the Call, subscriptions for the sale of the Shares and as part of the Tender Offer will be accepted in the period
from January 21, 2019 to February 20, 2019 inclusive, on business days from Monday to
Friday, with the reservation that the deadline for accepting subscriptions for the sale of Shares in the Call may
be postponed or extended by Abadon under the terms of the Regulation
M inistra Rozwoju i Finansów of 14 September 2017 on templates for calls to be recorded
for sale or exchange of shares in a public company, a detailed way of announcing them and
the conditions for acquiring shares as a result of these calls.
Shares covered by the Call will be purchased at a price of PLN 1.08 (one zloty and eight grosz)
for each of the Actions.
In connection with the announcement of the Call, pursuant to art. 80 of the Act, the Management Board of the Company is obliged to
forward to the Polish Financial Supervision Authority and make its position public
concerning the announced Call, containing, in particular, an opinion on the impact
Calls for the Company's interest, including employment at the Issuer, strategic Calling Plans
towards the Company and their likely impact on employment in the Issuer and on the location
to run her business. This position should also contain a statement as to whether
in the opinion of the Issuer's Management Board, the price proposed in the Call corresponds to the fair value of the Company,
while the current quotations on the regulated market can not be the only measure of this
For the purpose of preparing this position, the Management Board of the Company analyzed the following
external sources of information and data available to him:
a) the Tender Document;
b) market prices of the Company's shares as part of trading on the regulated market operated by
WSE during the three and six months preceding the announcement of the Call;
c) publicly available information on the financial and operating condition and market prices of ch
shares of selected companies conducting comparable activity to the Issuer's operations
from the Polish stock market;
d) selected current and periodic reports of Abadon and Murapol.
In formulating this position, the Issuer's Management Board took into account all ele- give factors
internal relating to the Company, as well as its financial situation at the time of the announcement
At the same time, the Issuer's Management Board indicates that Abadon is a public company whose shares have been
admitted to trading on the regulated market operated by the WSE, while Murapol is
issuer of bonds introduced to trading as part of the Alternative Trading System
Catalyst. Due to these circumstances, both entities are forwarded to the public
news, current and periodic reports in the form and scope specified by the relevant regulations
the law and regulations applicable respectively to the above markets. Prepare this
position of the Management Board of the Company and acquainted with selected from these reports Abadon and
Murapol - The Issuer does not have the possibility to verify the information contained therein.
All statements regarding the future contained in this post constitute only
a description of the anticipations, intentions, assumptions or opinions of the Management Board of the Company, and also can not be
treated as a forecast or, more importantly, a commitment to guarantee achievement
a specific result.
The position of the Issuer's Management Board presented in this document is not information
recommending or suggesting an investment strategy or investment recommendation about which
referred to in Regulation (EU) No 596/2014 of the European Parliament and of the Council on fraud
on the market (regulation on market abuse) 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 ¸
and in the Commission Delegated Regulation (EU) 2016/958 of 9 March 2016.
supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards
to regulatory technical standards for technical measures for purposes
objects presenting investment recommendations or other information recommending or
suggesting an investment strategy and disclosure of particular interests or indications
conflicts of interest.
Any person making an investment decision regarding Akcji, after reviewing this
the position of the Issuer's Management Board regarding the Call should be made on the basis of all
available information, including those provided by the Caller and by the Company in connection
with performance of information obligations - own investment risk assessment
related to the disposal, continuing possession or purchase of financial instruments, including
(in case of such need) get individual advice or recommendation from advisers
with appropriate qualifications and training.
The decision regarding the sale of Shares in response to the Tender Offer should be an independent decision
each of the Company's shareholders, taken independently and on a voluntary basis. In particular
and each shareholder of the Issuer, analyzing the possibility of submitting the deposit in response to
The call should assess the investment risk associated with it and any legal implications
or tax in this area.
2. Strategic plans towards the Company and the impact of the Call on the Company's interest
The content of the Call indicated that:
"The callers treat the purchase of the Company's shares as a long-term investment. The callers intend
develop the Company's existing operations without fundamentally changing its business profile.
However, the implementation of these tasks requires a number of changes in the scope of financing the company and its further
integration within the Murapol Capital Group. Therefore, in the assessment of the Purchaser,
it is necessary to structure the current financial support of the Company transferred by
Buyer, so that he can then limit its size. These activities should be combined
with the restructuring of the Company's debt to entities from the Murapol Capital Group, whereby
this restructuring is to be comprehensive and can not consist of discontinuing it
debt. (...) The callers do not rule out future activities aimed at
withdrawal of the Company's shares from trading on the Warsaw Stock Exchange ".
In this context, the Issuer's Management reminds that the Call was announced jointly
the fulfillment of the following conditions:
a) conclusion of an organizational agreement regarding the establishment by Murapol, Abadon and the Company
strategic cooperation between these entities, principles of the Company's integration within the framework of
Murapol Capital Group, as well as the structure of the method provided by Abadon
current financial support in the scope necessary only for maintaining liquidity
The Company and the preparation of a restructuring plan of the current indebtedness of the Company towards Abadon
and Murapol resulting in a decrease in its height at least
50% (with the proviso that the indicated restructuring plan will not be assumed in any
the redemption rate of the indebtedness);
b) adoption by the Supervisory Board of the Company of a resolution regarding the consent to conclude
the contract specified in point a) above j;
c) adoption by the Supervisory Board of the Company of a resolution regarding approval of the prepared one
by the Management Board of the Company a new strategic plan and a long-term financial plan for
The Company and its Capital Group, taking into account the terms of cooperation between the Company and the Group
Capital Murapol arising from the contract specified in point a) above and in particular
reflecting the restructuring plan of the current indebtedness of the Company towards Abadon and
According to the declaration included in the Call, the Callers expect all of the above mentioned
the conditions will be fulfilled as a rule at the latest on the last day of acceptance,
ie at the latest on 20 February 2019, unless the deadline for accepting subscriptions is extended.
At the same time, Abadon reserved the right to make a decision to acquire Shares despite
failure to meet one or more of the above-mentioned conditions.
The Issuer's Management Board expresses a positive opinion with respect to the strategic plans expressed
by the Summoners in the content of the Call.
First of all, it should be emphasized that the cooperation of the Issuer with entities belonging to
Murapol Capital Group, including with Abadon, is strategic for the Company and
her holding company. In this context, numerous loans should be mentioned
granted to the Company and its subsidiary in the meaning of the Act - ie the company
Instal -Lublin sp. Z o. O. With headquarters in Lublin, as well as sureties or guarantees with which
the beneficiaries were these entities. Financial support received from the Murapol Capital Group
in the past it turned out to be necessary for the Issuer to run its current operations in a manner
undisturbed. Moreover, the described cooperation has an operational dimension as well. In this context
it is worth noting even the signing of a letter between Murapol and the Issuer on 21 September 2018
intentional, in which Murapol expressed his will to entrust the Company as a general contractor
in the open book system, in 2018, 2019, 2020 and 2021 implementation of housing investments
conducted in Poland, under which special purpose vehicles of the Murapol holding company
they will be investors (the Issuer informed about the incident in the current report
No. 43/2018). From this perspective, the implementation of further announcements formulated by the Summoners
The integration of the companies within the Murapol Capital Group seems to be convergent with the interest
Issuer, and may also result in stabilizing the financial situation of the Company. The final effect, however
the described cooperation (also in the case of intensification) depends not only on the Issuer,
so it remains difficult to predict at the moment.
From the perspective of the scale of financial support granted to the Company by the Capital Group
Murapol remains understandable that Abadon intends - before increasing his involvement
capital in the Issuer's ownership structures - lead to the structuring of the method
Abadon providing such assistance in the future and defining a long-term plan
gradual limitation of the Company's indebtedness towards the Murapol Capital Group.
The indicated intention, which took the form of the conditions of the announced Call, also remains
convergent with the interest of the Company, if the effect of bilateral arrangements is a strategy aimed at
ensuring stability and increasing the effectiveness of the Issuer's extensive activities.
The potential withdrawal of the Company's shares from trading on the regulated market operated by the WSE
(in the future perspective and after execution by the shareholder being the entity
dominant over the Issuer, relevant duties provided for by law) as well
restoring them to the form of a document may also coincide with the Issuer's interests
due to the possibility of limiting the running costs of the Company's operations.
3. The impact of the Call on employment in the Company and the location of its pursuit
The Calling document does not contain explicit information about its impact on employment
in the Company, or on the location of its activity. From presented in the Call
detailed intentions in the Issuer's gaze it is also impossible to clearly determine how
the ending of the Call would translate into the circumstances described in this point.
Bearing in mind, however, the Issuer's previous cooperation with the Murapol Capital Group, including
with Abadon, in the opinion of the Management Board of the Company, the Call will not have a direct impact on the level
employment in the Issuer or the location of the Company's operations.
4. Position of the Issuer's Management Board regarding the price for the Shares proposed in the Call
With reference to the price proposed in the Tender Offer, the Management Board of the Company points out that according to
from art. 79 of the Act, this price can not be lower than:
a) the average market price from the six months preceding the announcement of the Call,
during which the trading of shares in the Company on the main market was carried out;
b) the highest price for the entity subject to the Tender Offer for the shares being the subject of the Tender Offer
announcements, entities dependent on or dominant to him, or entities
parties to the agreement concluded with him, referred to in art. 87 par. 1 point 5 of the Act,
paid within 12 months before the announcement of the Call;
c) the highest value of things or rights that the entity obliged to announce a Tender Offer,
entities dependent on or dominant by it, or entities that are parties
agreement with him, referred to in art. 87 par. 1 point 5 of the Act, have issued
in exchange for the shares being the subject of the Tender Offer, within 12 months before the announcement
The average market price is the price being the arithmetic average of medium-sized prices
Company shares weighted by the trading volume on the regulated market operated by the WSE
in the right time.
The price for one Action proposed under the Call in the amount of PLN 1.08 (one zloty and eight
pennies), taking into account the statements contained in this document, is not lower than the price
minimum determined in accordance with the requirements set out in Article 79 of the Act.
Taking into account the market situation referring to the entities operating the same as the Issuer
business activity, conditions pertaining directly to the Company disclosed
in the consolidated financial statements of the Capital Group of the Issuer for previous years,
I quarter 20 18, first half of 2018 and third quarter of 2018, in particular the level of indebtedness
Issuer (additionally taking into account the fact that more than 87% of liabilities of the Capital Group of the Company have
short-term nature) and the book value per share in the amount
PLN 1.22 (one zloty and twenty two grosz) as at 30 September 2018, in the opinion
The Issuer's Management Board price for the Shares proposed in the Call is within the price range
corresponding to the fair value of the Company.
The Issuer's Management Board informs that it did not consult the external (expert) entity about the price
Actions in the Call.
Content was translated automatically.