Budimex.pl

Current report no 41 / 2019

Date: July 2, 2019 1:00 PM

Submission of a revised non-binding offer to purchase shares of FBSerwis – delayed information

The Management Board of Budimex S.A. (“Budimex”) hereby discloses the information, the disclosure of which was delayed on 19 June 2019 pursuant to Article 17.4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing the Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR), i.e. announces, in relation to the current report No 73/2018 of 11 December 2018 (commencement of negotiations on the purchase of the shares of FBSerwis) and the current report No 40/2019 of 2 July 2019 (submission of a non-binding offer to purchase shares of FBSerwis), that:

 

during the process of negotiations on the purchase by Budimex of 89,760 shares (“Shares”) of FBSerwis Spółka Akcyjna with its registered office in Warsaw (“FBSerwis”), constituting 51% of the share capital of FBSerwis, in response to the reply of Ferrovial Services International SE (potential seller, “FSI”) to the submitted non-binding offer to purchase shares of FBSerwis, on 19 June 2019 Budimex submitted a revised non-binding offer to purchase the shares of FBSerwis (“Revised Offer”) for the price of PLN 98,500,000.00 and expressed its willingness to provide FBSerwis with the necessary financial resources of up to PLN 77,152,023.81 intended for the repayment of loans granted to FBSerwis by FSI and its affiliates.

 

In the Revised Offer, Budimex indicated that the offer is non-binding and depends on obtaining the necessary corporate approvals and receiving an opinion of the independent expert on the reliability of the financial conditions of the aforementioned transaction.

 

The Revised Offer also established other conditions for the potential transaction of FBSerwis shares purchase, which did not deviate from market conditions for such transactions.

 

Currently, Budimex owns the shares of FBSerwis constituting 49% of the share capital of FBSerwis.

 

Despite the fact that the submission of the Revised Offer did not oblige Budimex to execute the potential transaction of purchasing the shares of FBSerwis, Budimex considered the aforementioned information as significant from the investors’ perspective and therefore considered it appropriate to restrict it as confidential information. It is the assessment of Budimex that Budimex had a justified interest in delaying the disclosure of information about the submission of the non-binding Revised Offer to purchase the shares of FBSerwis as early disclosure of the information could have violated the legally justified interest of Budimex, whereas the completion of the transaction of FBSerwis shares purchase was made conditional upon a number of factors.

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Shareholdership structure as on 18.06.2020

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