APATOR S.A.
Further to current report no. 11/2015, the Management Board of Apator SA ("Issuer") announces that on 24th March 2015 the subsidiary of the Issuer - Apator Powogaz SA with headquarters in Poznań ("Apator Powogaz") concluded with shareholders ("Sellers") of Miitors ApS. ("Miitors") with headquarters in Denmark contingent sales contract of shares of Miitors ("Contract").
The Contract has been concluded with one non-corporate person and the following entities:
- Borean Innovation A/S,
- J. Drachmann Holding ApS,
- Styrelsen for Forskning og Innovation,
- Vallenus AS,
- Longbus Holding ApS,
- Insero Horsens,
on the following conditions:
1. The subject of the Contract is the sale of 100% shares in Miitors of total nominal value of DKK 513 245 (i.e. PLN 282 644 ) that is 100% share in share capital of Miitors and 100% of total number of votes at its General Meeting of Partners;
2. The purchase price of shares is EUR 6,2 m (i.e. PLN 25,48 m), but the total price of Enterprise Value is EUR 7,0 m (i.e. PLN 28,76 m); the difference is the refinancing of borrowings towards shareholders and other adjustments of the price;
3. The effectiveness of the Contract was subject in practice to the fulfilment of one suspending condition - fulfilment or cancellation of subscription warrants in the company to be purchased;
4. The payment of the price will be in the moment of closing the transaction i.e. after the fulfilment of the suspending condition that it is expected on the turn of March and April 2015;
5. The Contract includes termination condition that is in case of failure the fulfilment of suspending condition at the latest on 30th May 2015 the Contract is terminated;
6. Detailed conditions of the Contract do not include the provisions different to the market standards being used in similar contracts;
The Contract has been recognized as important one due to the exceeding 10% of equity of the Issuer. The information on the fulfilment of suspending condition the Issuer will announce by separate report.
The Issuer states that there are no connections between the Issuer and persons in management and supervision of the Issuer and the Seller.
The acquisition of shares in Miitors is long-term investment for Apator Powogaz and current activity of Miitors will be continued. The financing of the acquisition of assets will be by own means of Apator Powogaz.
Miitors has been operating in metering sector and dealing with the design of modern ultrasonic water meters for cold and hot water, flow transducers and heat meters.
All presented above values quoted in PLN were converted pursuant to the average exchange rate of the National Bank of Poland dated 24th March 2015 that is as follows:
- 1EUR = 4,1090 PLN,
- 1DKK = 0,5507 PLN.
Legal base:
(i) Art 56 para 1 point 2 of the Act dated 29th July 2005 on public offering and conditions of introduction of financial instruments to organized trading system and public companies (Journal of Laws No. 184, item 1539 with later amendments)
(ii) § 5 para 1 point 1 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments)
(iii) § 5 para 1 point 3 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments)
The Contract has been concluded with one non-corporate person and the following entities:
- Borean Innovation A/S,
- J. Drachmann Holding ApS,
- Styrelsen for Forskning og Innovation,
- Vallenus AS,
- Longbus Holding ApS,
- Insero Horsens,
on the following conditions:
1. The subject of the Contract is the sale of 100% shares in Miitors of total nominal value of DKK 513 245 (i.e. PLN 282 644 ) that is 100% share in share capital of Miitors and 100% of total number of votes at its General Meeting of Partners;
2. The purchase price of shares is EUR 6,2 m (i.e. PLN 25,48 m), but the total price of Enterprise Value is EUR 7,0 m (i.e. PLN 28,76 m); the difference is the refinancing of borrowings towards shareholders and other adjustments of the price;
3. The effectiveness of the Contract was subject in practice to the fulfilment of one suspending condition - fulfilment or cancellation of subscription warrants in the company to be purchased;
4. The payment of the price will be in the moment of closing the transaction i.e. after the fulfilment of the suspending condition that it is expected on the turn of March and April 2015;
5. The Contract includes termination condition that is in case of failure the fulfilment of suspending condition at the latest on 30th May 2015 the Contract is terminated;
6. Detailed conditions of the Contract do not include the provisions different to the market standards being used in similar contracts;
The Contract has been recognized as important one due to the exceeding 10% of equity of the Issuer. The information on the fulfilment of suspending condition the Issuer will announce by separate report.
The Issuer states that there are no connections between the Issuer and persons in management and supervision of the Issuer and the Seller.
The acquisition of shares in Miitors is long-term investment for Apator Powogaz and current activity of Miitors will be continued. The financing of the acquisition of assets will be by own means of Apator Powogaz.
Miitors has been operating in metering sector and dealing with the design of modern ultrasonic water meters for cold and hot water, flow transducers and heat meters.
All presented above values quoted in PLN were converted pursuant to the average exchange rate of the National Bank of Poland dated 24th March 2015 that is as follows:
- 1EUR = 4,1090 PLN,
- 1DKK = 0,5507 PLN.
Legal base:
(i) Art 56 para 1 point 2 of the Act dated 29th July 2005 on public offering and conditions of introduction of financial instruments to organized trading system and public companies (Journal of Laws No. 184, item 1539 with later amendments)
(ii) § 5 para 1 point 1 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments)
(iii) § 5 para 1 point 3 of the Regulation of Minister of Finance dated 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the state not being the member of the EU. (Journal of Laws No.33 item 259 with later amendments)
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