Aktuální report č. 76 / 2013

Sale of Danwood (formerly Budimex Danwood) - conclusion of a dispositive agreement

With reference to Current Report No 70/2013 of 6 November 2013 pertaining to the conclusion on 6 November 2013 of an obliging sale agreement of 100% of shares in the company Danwood Sp. z o.o. (formerly Budimex Danwood Sp. z o.o.) with its registered office in Bielsk Podlaski (“Danwood”) (“Obliging Sale Agreement”), the Management Board of Budimex SA (“Budimex”) announces that on 2 December 2013 Budimex’s wholly-owned subsidiary – Budimex B Sp. z o.o. (“Seller”, “Budimex B”) – concluded with Barwick Investments Sp. z o.o. (“Buyer”, “Barwick”) a dispositive agreement transferring the ownership of 20,779 shares in Danwood with the nominal value of PLN 1,000 per share, with the overall nominal value PLN of 20,779,000, representing 100% of the share capital and giving the right to 100% votes on the shareholders’ meeting of Danwood (“Sold Shares”) (“Dispositive Sale Agreement”).
On 2 December 2013, the Buyer paid the price for the Sold Shares in the amount of PLN 238,600,000. Pursuant to the Obliging Sale Agreement, the price of the Sold Shares shall be subject to an adjustment based on the difference between the estimated and real values of funds and levels of working capital of Danwood as at 30 November 2013. The ownership of the Sold Shares was transferred to the Buyer at the moment of the price in the amount of PLN 238,600,000 being credited to the account of the Seller on 2 December 2013. The Dispositive Sale Agreement does not include any condition or term, does not stipulate any contractual penalties and was concluded on conditions generally applied to such agreements.
The total nominal value of all Sold Shares is PLN 20,779,000. The carrying value of the Sold Shares in accounting books maintained by Budimex B is PLN 238,600,000. The value of Budimex B’s shares in accounting books maintained by Budimex is PLN 20,854,000.
No affiliation between Budimex, members of the Management Board and the Supervisory Board of Budimex, and Barwick and officers or directors of Barwick, or between Budimex B, members of the Management Board of Budimex B, and Barwick and officers or directors of Barwick is known to exist.
The Dispositive Sale Agreement as well as the value of assets disposed of pursuant to that Agreement have been deemed significant since their value exceeds 10% of the equity of Budimex.
On 2 December, before the transfer of the ownership of the Sold Shares from Budimex B to the Buyer, Danwood, then a wholly-owned subsidiary of Budimex B (a wholly-owned subsidiary of Budimex), accepted an offer of taking up 45,659 series A unsecured registered bonds with the nominal value of PLN 1,000 per bond, with the total value of PLN 45,659,000, which were issued by the Buyer (“Bonds”). Source of financing the asset acquisition: own funds of Danwood. Book value of the Bonds in the accounting books of Danwood: PLN 45,659,000.
The Bonds bear interest at the rate of 9% p.a. The Agreement does not include any condition or term, does not stipulate any contractual penalties and was concluded on conditions generally applied to such agreements. The Agreement has been deemed significant since the value of the Agreement exceeds 10% of the equity of Budimex.
On 2 December, after Danwood accepted the offer of acquiring the Bonds but before the ownership of the Sold Shares was transferred from Budimex B to the Buyer, Budimex, the Seller, the Buyer and Danwood concluded a transfer agreement pursuant to which the Buyer transferred to the Seller (transfer recipient) the price payable by Danwood (transferee) for the take-up of the Bonds by Danwood (“Transfer Agreement”) In execution of the commitment resulting from the Transfer Agreement, Danwood paid Budimex B the issue price of the Bonds in the amount of PLN 45,659,000, which was applied by the Seller towards the price of the Sold Shares. The remaining part of the price of the Sold Shares was paid by the Buyer upon the issue price of the Bonds being credited to the account of the Seller. The Transfer Agreement does not include any condition or term, does not stipulate any contractual penalties and was concluded on conditions generally applied to such agreements. The Transfer Agreement has been deemed significant since the value of the Agreement exceeds 10% of the equity of Budimex.