Aktuální report č. 68 / 2013

Conclusion of an agreement concerning the exclusive right to conduct negotiations

The Management Board of Budimex SA (“Budimex”) publishes information whose announcement was delayed under Sec. 57 of the Public Offering Act, i.e. it announces that on 28 August 2013, Budimex received from Polish Enterprise Fund VII, L.P. (“PEF”), represented by Enterprise Investors Sp. z o.o. (“EI”), a signed copy of the agreement concerning the exclusive right to conduct negotiations in the matter of the transfer of 100% shares in a subsidiary of Budimex – Budimex Danwood Sp. z o.o. with its registered office in Bielsk Podlaski (“Danwood”) by Budimex (“Transaction”).
The shares to which the said agreement refers constitute 100% of the share capital of Danwood and give the right to 100% votes on the Danwood’s General Meeting.
The nominal value of the transferred shares is PLN 20,779,000. The carrying value of the said shares in accounting books maintained by Budimex is PLN 20,779,000.
In accordance with the exclusivity agreement, Budimex granted PEF the exclusive right to conduct negotiations in the matter of the transfer of Danwood’s shares and permitted them to access information concerning Danwood regarding the Transaction for a period which expires on the earliest of the following dates: (i) 2 months after the conclusion of the exclusivity agreement; (ii) on the day when Budimex receives PEF’s statement that they are not interested in the Transaction; (iii) on the day when Budimex and PEF decide to close negotiations; or (iv) 6 weeks after the conclusion of the exclusivity agreement if PEF fails to submit a notice of their intention to participate in the Transaction to the German anti-trust authority within the said period.
As at the day of concluding the Agreement concerning the Exclusive Right to Conduct Negotiation, the Share price has not yet been agreed by the parties.
If Budimex violates the exclusivity agreement, it will be obliged to pay compensation equal to the cost of advisory services borne by EI in connection with the Transaction in the exclusivity period up to EUR 300,000 (i.e. PLN 1,276,650).
No affiliation between Budimex, members of the Management Board and the Supervisory Board of Budimex, and PEF and officers or directors of PEF is known to exist.
The estimated value of the shares whose transfer is subject to negotiation exceeds 10% of the equity of Budimex.