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2014

Number Date Subject
34/2014 2014-06-18 Concluding final agreements of shares’ purchase of Tensho Poland Corporation Spółka with the seat in Ostaszew

The Management Board of Boryszew S.A. (the Issuer, Company) informs that:
1. it concluded on 17 June 2014 final agreements of shares’ purchase of Tensho Poland Corporation Spółka z o.o. with the seat in Ostaszew (TPC) with the shareholders of TPC:
a) Tensho Electric Industries Co. Ltd., Tokio, Japan – final agreement of purchase of 23 444 shares of the nominal value of PLN 500 each and the total value of PLN 11,722,000 for the total amount of EUR 275,800.00,
b) Mitsui & Co. Limited, Tokio, Japan – final agreement of purchase of 38 633 shares of the nominal value of PLN 500 each and the total value of PLN 19,316,500 for the total amount of EUR 454,506.00,
c) Mitsui & Co. Deutschland, Düsseldorf, Germany – final agreement of purchase of 23 179 shares of the nominal value of PLN 500 each and the total value of PLN 11,589,500 for the total amount of EUR 272,694.00,
d) Sanko Corp. Ltd., Tokio, Japan – final agreement of purchase of 50 744 shares of the nominal value of PLN 500 each and the total value of PLN 25,372,000 for the total amount of EUR 597,000.00,
constituting altogether 136 000 shares of the nominal value of PLN 500 each and the total value of PLN 68,000,000. The above mentioned shares constitute 80 % of the share capital of TPC and entitle to 80 % of votes on the General Meeting. The shares have been purchased for the total amount of EUR 1,600,000 – equivalent of PLN 6,633,600.00, according to the average rate of NBP of 16 June 2014.
Boryszew S.A. will be entitled, within 2 years from the date of concluding the agreement, call option of the remaining 34 000 shares, constituting 20 % of TPC’s share capital for the amount of EUR 0.4 m. At the same time Tensho Electric Industries Co. Ltd., and Sanko Corp. Ltd. Will be entitled to put option of 34 000 shares of TPC’s share capital for the amount of EUR 0.4 m.
2. On 17 June 2014 Impexmetal S.A. (Issuer’s subsidiary company) concluded with Sanko Corp. Ltd. a purchase agreement of Sanko’s receivables against TPC due to the loan agreement in the amount of EUR 1,750,000 and a purchase agreement of Tensho’s receivables against TPC in the amount of EUR 7,250,000, i.e. for the total amount of EUR 9,000,000 (equivalent of PLN 37,314,000.00, according to the average rate of NBP of 16 June 2014).
The payment for the above mentioned receivables has been settled through transfer by Impexmetal S.A. of 6 974 581 shares of Boryszew S.A. for the benefit of Tensho Electric Industries Co. Ltd., in the amount equal to EUR 7,250,000 (5 618 412 units of Boryszew’s shares) and for the benefit of Sanko Co., Ltd., in the amount equal to EUR 1,750,000 (1 356 169 units of Boryszew’s shares).
The Parties have settled that within 2 years from the date of concluding the agreement, the purchased shares will be blocked on the broker’s account. After the period of 2 years Impexmetal S.A. will be entitled to the call option for the amount equal to the purchased shares enlarged by 20 % and Tensho Electric Industries Co. Ltd., and Sanko Corp. Ltd, - put option for the amount equal to purchase price.
TPC is the owner of plant located on the area of 6.5 ha built over with buildings of an usable area of 13.6 sq. m. The plant is located in the subzone of Pomorska Special Economic Zone in Łysomice. The plant is equipped, among others, with 17 high quality injection moulding machines and fully equipped varnish lines. The average employment during the latest 3 years has amounted to about 200 employers, the average turnovers in the same period – ca PLN 60 m. The profile of production of TPC – production of a high quality plastics goods, including: elements for TV industry, plastic elements for automotive industry, packings and other products having a wide application in logistic-dispatching processes (plastic pallets, containers, boxes) as well as boxes for medical waste materials).
Boryszew S.A. intends to continue and develop the operations of TPC.
There are no holdings between the Issuer and its management and supervising persons and shareholders of TPC and its management.
The above mentioned event is considered as purchase/disposal of assets of considerable value as the value of concluded agreements increase the level of 10 % of equity capital of Boryszew S.A.

Signature:
Piotr Szeliga – President of the Management Board


 

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