MCI Capital Alternatywna Spółka Inwestycyjna S.A. (The "Company") informs that on October 17, 2020, MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty with the MCI.EuroVentures 1.0 subfund. ("Fund"), concluded a preliminary contract with AMC CAPITAL IV ALBATROS S.A R.L. based in Luxembourg (hereinafter jointly referred to as the "Sellers" Fund) and Terve Bidco S.A R.L. ("Buyer") ("Agreement"), on the basis of which, provided that the conditions stipulated in the Agreement are met, the Buyer undertook to conclude promised agreements, under which the Fund will sell to the Buyer:
1) 596,278 shares in AAW III Ltd with headquarters in Warsaw, at ul. Plac Europejski 1, 00-844 Warsaw, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 605990, NIP number 1132904621, the registration files of which are kept by the District Court for the Capital City of Warszawy w Warszawie ("AAW III") and
2) 606,438 ordinary shares of ATM Spółka Akcyjna with its registered office in Warsaw, at ul. Grochowska 21A, 04-186 Warszawa, entered into the Register of Entrepreneurs of the National Court Register under the number KRS 0000034947, NIP 1130059989, whose registration files are kept by the District Court for the Capital City of Of Warsaw in Warsaw, XIII Commercial Division of the National Court Register ("ATM")
- for the total price set at PLN 533.3 million adjusted (possibly decreased) by (i) the updated value of AAW III's debt as at the date of the transaction being subject of the Agreement and (ii) the value of certain cash benefits received by the Sellers or their related entities from ATM or its subsidiaries or controlled entities, which occurred or will take place after June 30, 2020 but before the Closing Date (defined below) or at the latest on this date. The final price will be known on the Closing Date and will be made public as provided for by applicable law.
AAW III is directly the owner of 35,736,906 ordinary bearer shares of ATM marked with the ISIN code: PLATMSA00013, representing 98.33% of the share capital of ATM and entitling to 35,736,906 votes at the general meeting of ATM, rounded 98.33% of the total number of votes at the general meeting of ATM.
The promised contracts will be concluded within 15 working days from the date of fulfillment (or waiver of fulfillment in the case ofthe condition set out in point 3) below) of the last of the terms specified in the Agreement, unless the parties to the Agreement agree on a different date ("Closing Date").
The transaction being the subject of the Agreement is subject to the fulfillment of the conditions, in particular:
1) obtaining the approvals of the antimonopoly authorities specified in the Agreement or the ineffective time for issuing a decision by the above organs;
2) obtaining from the competent authorities of other consents to perform the transaction being the subject of the Agreement, if such consent will be required on the Closing Date;
3) no objection to the conclusion and performance of the Agreement for two key ATM customers.
The deadline for the fulfillment of the above-mentioned terms has been set for 6 months from the date of the Agreement, and if obtaining the permit referred to in point 2) above is required, the Buyer may extend this period for a period not longer than 90 days from the date of the Buyer's request for a permit.
The Agreement also specifies the obligations of the parties to the Agreement in the period from the date of its conclusion to the date of the transaction being the subject of the Agreement, as well as after the transaction. The agreement contains standard provisions regarding the parties' representations and their liability.
Payment of the final price amount will be made on the Closing Date. The ownership of the shares and stocks will be transferred to the Buyer when the Fund receives the final price for these financial instruments and the Buyer makes other payments specified in the Agreement to entities other than the Fund.
The agreement is also a preliminary agreement for the sale of AAW III shares held by AMC CAPITAL IV ALBATROS S.A R.L.
A company in the MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty with the MCI.EuroVentures 1.0 subfund. indirectly holds 99.22% of investment certificates.
Source: company website, investor relations, current and periodic reports.