Conclusion by the Issuer of a preliminary conditional agreement for the sale of 100 per cent of the shares in Olavion sp. z o.o.

Report: 1/2023
Date of publication:09.01.2023 / 13:48
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With reference to Current Report No. 47/2022 of 14 November 2022 and Current Report No. 49/2022 of 9 December 2022, the Management Board of UNIMOT S.A. with its registered office in Zawadzkie (the “Issuer”) announces that on 9 January 2023, the Issuer concluded a preliminary conditional agreement for the sale of 100 per cent of shares in Olavion sp. z o.o. (the “Preliminary Agreement”, “Olavion”) from two individuals, including the majority shareholder (the “Seller”) and seven executives (the “Executives”).

Pursuant to the Preliminary Agreement, the Parties have agreed to enter into Promissory Agreements for the sale of a total of 100 per cent of the shares in Olavion (the “Transaction”). The first agreement will be concluded with the Sellers and will relate to 90 per cent of the shares in Olavion, the remaining agreements will be concluded with the Managers and will relate to 10 per cent of the shares in Olavion.

The conclusion of the Promissory Agreements is subject to the fulfilment of conditions, including in particular: obtaining the consent of the President of the Office of Competition and Consumer Protection, the conclusion of a long-term transportation agreement between UNIMOT Paliwa Sp. z o.o. and Olavion, as well as the non-occurrence of negative events related to the encumbrance of the shares, as well as the taking of adverse actions resulting in changes in the economic and financial situation of Olavion during the period until the date of conclusion of the Promissory Agreements. A deadline of 30 June 2023 was set for the fulfilment of the above conditions precedent.

Additional conditions for the conclusion of the Promissory Agreements with the Executives include the maintenance of the current composition of Olavion’s Board of Directors and staff of key managers and the preparation of Olavion’s financial statements for the years 2023 and 2024. Accordingly, it was agreed that the deadline for the acquisition of 10 per cent of the shares from the Executives would be no later than 7 July 2025.

The material terms of the Transaction, including the mechanism for determining the sale price of the Olavion shares, were set out in Current Report No. 47/2022 of 14 November 2022. The Issuer recalls that the total value of the Transaction for the acquisition of 100 per cent of the shares in Olavion will be determined as at the date of the Transaction and disclosed by the Issuer in a current report.

The Issuer has deemed this information confidential due to the potential impact of the Transaction on the economic, asset and financial position of the Issuer and its Group.