Conclusion by the Issuer of a preliminary conditional agreement for the sale of an 80 per cent of shares in an energy resources company

Report: 9/2023
Date of publication:05.04.2023 / 20:06
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The Management Board of UNIMOT S.A. with its registered office in Zawadzkie (the “Issuer”) announces that on 5 April 2023 the Issuer concluded a preliminary conditional sales agreement, by virtue of which the Issuer undertook to acquire from two natural persons 80 per cent of shares in a company intended for logistics and trading in energy raw materials (the “Preliminary Agreement”, the “Company”, the “Transaction”).

The subject matter of the Transaction will be the acquisition of shares in P2T sp. z o.o., into which a separate part of the business of P2 Trading sp. z o.o. will be contributed, and its activities will include trading in energy raw materials, including biomass and coal, purchase of sea and land freight, as well as supervision of deliveries at sea and land border crossings.

The conclusion of the Promised Agreement is subject to the fulfilment of conditions precedent, including in particular: obtaining the consent of the President of the Office of Competition and Consumer Protection, fulfilment of a number of conditions related to the preparation of the Company to carry out established operational activities, registration of agreed amendments to the Company’s agreement in the National Court Register, as well as the non-occurrence of negative events related to the encumbrance of shares, as well as the undertaking of unfavourable actions resulting in changes in the economic and financial situation of the Company during the period until the date of conclusion of the Promised Agreement. A deadline for the fulfilment of the above conditions precedent was set by 30 September 2023 at the latest.

Pursuant to the Preliminary Agreement, in consideration for the acquisition of 80 per cent of the shares, the Issuer will be obliged to pay the basic price and an additional price determined under the earn-out mechanism through the payment of a share of the profit generated in 2023-2024. The estimated value of the Transaction, taking into account the price determination mechanisms, will be determined as at the date of the Transaction and announced by the Issuer in a current report.

The Issuer has deemed this information confidential due to the potential expansion of the Issuer’s Group’s business if the Transaction is implemented.