URSUS S.A.
Title:
Sales of 100% of shares of the subsidiary Bioenergia Invest S.A.
Legal basis:
Art. 17 sec. 1 Market Abuse Regulation
Message:
The Management Board of the Issuer hereby informs that on the 29th December 2016 URSUS S.A. concluded with the Turkish company Biosaf Temiz Kaynakli Yenilenebilir Enerji Limited Şirketi (Clean Energy & Renewable Sources LTD.) with the seat in Istanbul the agreement on sale of 100% of shares of the Issuer's subsidiary - Bioenergia Invest S.A. with the seat in Warsaw. After conclusion of the above-mentioned transaction the company Bioenergia Invest S.A. with the seat in Warsaw is not a part of the Issuer's Capital Group.
On the basis of the above-mentioned agreement the Issuer sold 11.018.000 ordinary bearer shares of the company Bioenergia Invest S.A., constituting 100% of the share capital of Bioenergia Invest S.A., at unit price 2,00 PLN per share, i.e. for the total price 22.036.000,00 PLN. The price received by URSUS S.A. from sales of the shares of the company Bioenergia Invest S.A. is a derivative of the current market situation in the sector of renewable energy. Taking account of the average purchase price of 1 share of Bioenergia Invest S.A. paid by URSUS S.A., the sales price in the amount of 2,00 PLN per share exceeds the average purchase price, which allows to generate a profit on the transaction.
According to the provisions of the concluded agreement, the price for 100% of shares of the company Bioenergia Invest S.A. purchased by Clean Energy & Renewable Sources Ltd. shall be paid to the Issuer in 20 equal installments. Each installment will amount to 1.101.800,00 PLN and from the second installment payment onwards, it will be increased by interests at a variable interest rate equivalent to WIBOR 1M plus the agreed margin. The parties agreed that in case of delay in payment of any installment, interest or any part thereof, exceeding 60 calendar days, the full price shall become immediately chargeable. The first installment will be paid till the 31 December 2016, the second till the 30 June 2017 and the successive installments at six-monthly intervals, respectively till the 31 December and the 30 June every year until the price is fully paid.
Security of payment by Clean Energy & Renewable Sources Ltd. of the price to the Issuer are civil and registered pledge on the shares of the company Bioenergia Invest S.A. and blank promissory note with promissory note declaration. In the event of delay in payment exceeding 30 days, the Buyer shall establish an additional security for the Seller. In case of delay in payment of any installment, interest or any part thereof, exceeding 60 calendar days, the full price shall with due interests become immediately chargeable.
The transaction of sale of 100% shares of the company Bioenergia Invest S.A. is a derivative of the current market situation in the sector of renewable energy and the perspective of deferring a date in which the strategy of the Issuer's Management Board concerning the company Bioenergia Invest S.A. would be implemented. At present, the situation on the market of renewable energy in Poland does not ensure full and timely implementation of the strategy of the company Bioenergia Invest S.A., according to the assumed time schedule and expected profits. With regards to the above, the Management Board of the parent company URSUS S.A. decided to concentrate its activities on development of more prospective segments of the strategy, which create optimum opportunities for all companies of the capital Group, i.e. in particular in the sector of agricultural tractors and machines and in the segment of electric mobility (e-mobility). This direction will allow the possibly most effective use of available resources of the Company URSUS S.A. in upcoming years. Now the company URSUS S.A. runs several projects in the e-mobility segment, which, taking account of the current plans of the Polish government, are one of the key pillars of the further development of the Company.
The new owner of the company Bioenergia Invest S.A., i.e. the Turkish company Clean Energy & Renewable Sources Ltd. with the seat in Istanbul, using the experience of its shareholders, intends to operate actively in the sector of renewable energy, which will allows the company Bioenergia Invest S.A. a further development not only on the domestic market, but also on foreign prospective markets.
Ursus SA published this content on 29 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 January 2017 00:18:10 UTC.
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