The Management Board of Comp S.A. (hereinafter the "Company") informs that on 19 June 2018 the Company concluded with an entity from the capital group SIBS - SGPS S.A. with its registered office in Lisbon (hereinafter the "Purchaser") agreement obligating the Company to sell 100% of shares in the subsidiary PayTel S.A. based in Warsaw ("PayTel"). The parties have determined that the total sale price of 100% of shares will not be less than PLN 34 million, and the maximum total price for 100% of shares will be determined on the basis of PayTel results defined in the agreement in 2018-2020 and will not exceed PLN 200 million.
At the time of conclusion of the contract, the Company sold to the Purchaser 42,449 (forty two thousand four hundred and forty-nine) shares, representing 55% of the share capital and the total number of votes of the PayTel ("Majority Package") for PLN 34 million. Payment of a part of the selling price of the Majority Package, ie PLN 32 million, will take place within 24 hours of the conclusion of the contract. In the event of non-payment within this period (or payment of deferred amount), a contractual right of withdrawal from the contract is used for a period of 5 working days from the date of expiry of the term.
The payment of the remaining amount of PLN 2 million has been postponed until all settlements between PayTel and units from the Company's capital group have been made, which will take place no later than within 20 business days from the date of conclusion of the contract. At the same time, the agreement constitutes a preliminary agreement for the sale of the remaining part of the Company's shares in PayTel, ie 34.731 (thirty four thousand seven hundred thirty one) shares, which constitutes in total 45% of the share capital and the total number of votes of the PayTel ("Minority Package"). The Minority Package will be purchased in three subsequent years in tranches of 15% of the share capital, and it should be expected that if the assumed results are achieved, the results of 2020 will have the greatest impact on the price of the Minority Package. The final settlement between the parties will be made in 2021. < br /> The agreement provides that PayTel and the Company for five years will cooperate with each other in the area of sales and integration of the Company's fiscal devices with PayTel terminal solutions, this cooperation is not exclusive. The company undertook not to invest in entities that deal with competitive business with PayTel over the next 5 years, and the Buyerundertook not to invest in entities that deal with competitive interests in relation to retail operations conducted by the Company (production and distribution of fiscal devices and supporting retail trade).
During the period of holding even one share from the Minority Package, the Company will have a personal right to appoint and dismiss one member of the PayTel Supervisory Board. In addition, the Company has the right to appoint and dismiss one member of the Management Board responsible for the sale of PayTel products in the dealer network.
The buyer undertook to take over liabilities under sureties and guarantees (and other liabilities of a similar nature) that are binding on the Company towards PayTel within 6 months from the date of conclusion of the contract.
In the unlikely event that the two leading card organizations will object to the purchase of shares by the Purchaser, the Parties are entitled to withdrawal from the contract for 30 business days. The agreement reserves the contractual penalties to the Buyer and does not limit their total amount, however, the contract allows for supplementary damages to be claimed on general terms when the amount of damage exceeds the reserved contractual penalty. Notwithstanding the foregoing, the aggregate liability limit of the Company towards the Purchaser is: (i) within the scope of the declarations (regarding the Company's situation and the status of shares) and PayTel tax liabilities - 100% of the sale price paid at a given point in the performance of the contract ; (ii) in the remaining scope - 50% of the sale price paid at the time of performance of the contract.
The Buyer's parent company is responsible for the Purchaser's obligations under the contract.
In the remaining scope, the terms of the contract do not differ from the conditions specific to this type of transaction on the market.
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