The Management Board of Jastrzębska Spółka Węglowa S.A. ("JSW", "Company") informs that on July 17, 2018, representatives of JSW as the Buyer and KOPEX S.A. and PBSz 1 Sp. z o.o. as the Sellers, they signed a document covering the basic terms of the sale transaction ("Term-Sheet") of the package of 95.01% shares of Przedsiębiorstwo Budowy Szybów S.A. ( "CML"). In particular, Term-Sheet anticipates that:
- the Parties will strive to conclude an agreement for the sale of shares in PBSz, which will specify the rights and obligations of the Parties and the conditions for the transfer of PBS shares to the Buyer on the terms set out in the Term-Sheet, no later than 3 months from the date of its signing,
- the transaction will be carried out in the so-called "locked box" as at January 1, 2018,
- the transaction is aimed at acquiring 4.430,476 shares in PBSz for a total price of PLN 205.300.000, which will be subject to the principles of possible adjustments resulting from the settlement mechanism and securities of the Buyer, details will be specified by the Parties in the PBSz share sale agreement,
- the transaction depends on the fulfillment of a number of conditions, including: consent of UOKiK to concentration, release of encumbrances on the assets of PBSz and on the subject of transactions resulting from the restructuring agreement of 1 December 2016 of which the parties are, among others: the Seller, PBSz and financial creditors, including Bank Pekao SA and Universal Savings Bank of Poland S.A., conclusion of satisfactory agreements with the trade unions of PBSz and two largest contractors of PBSz (ie Tauron Wydobycie SA and KGHM Polska Miedź SA) in order to confirm the status of contracts, as well as the consent of JSW bondholders and obtaining corporate approvals.
Legal basis: art. 17 sec. 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC.
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