The Management Board of OEX S.A. with registered office in Warsaw (hereinafter referred to as the 'Company'), with reference to Ongoing Report No. 43/2016 of 21 September 2016 concerning the execution of a preliminary agreement on the sale of shares in Voice Contact Center sp. z o.o. (Polish limited liability company) with registered office in Warsaw (hereinafter referred to as 'VCC'), in relation with the fulfilment of all the conditions and obligations set forth in the above-mentioned preliminary agreement, hereby informs whom it may concern that on 9 January 2017 by and between the Company and GAD S.A. (Polish joint-stock company) in liquidation with registered office in Warsaw (hereinafter referred to as 'GAD S.A.') and Neo Business Process Outsourcing s.à r.l. with registered office in Luxembourg (hereinafter referred to as 'Neo') the final agreement on the sale of shares in VCC was executed (hereinafter referred to as the 'Final Agreement').
Pursuant to the text of the main provisions of the Final Agreement, the Company:
acquired 10,000 (ten thousand) shares constituting 100% of the share capital in VCC for the price of PLN 1,000,000.00 (one million Polish zlotys) , subject to the item 2) herein below, whereby GAD S.A. sold to the Issuer 8,500 (eight thousand five hundred) shares constituting 85% of the share capital and Neo sold to the Issuer 1,500 (one thousand five hundred) shares constituting 15% of the share capital;
is obliged to make the designated additional payment to the selling price in accordance with the terms and conditions as defined in the Final Agreement pursuant to the formula laid down in the Final Agreement, if this is justified by the results obtained by VCC. Such additional payment will constitute a difference between the product of the multiplier equal to 4.5 and the average value of EBITDA of VCC for the years 2016-2017 less the net debt and the price paid as mentioned in item 1 herein above. The additional payment will be made in 2018 after the financial year 2017 has been closed;
as part of security that the additional payment to the selling price will be made and the contractual penalties will be paid - made a declaration agreeing to be subject to enforcement proceedings in accordance with the procedure provided for in Art. 777 of the Code of Civil Procedure for the benefit of GAD S.A. up to the total amount of PLN 5,100,000.- (five million Polish zlotys) and a declaration agreeing to be subject to enforcement proceedings in accordance with the procedure provided for in Art. 777 of the Code of Civil Procedure for the benefit of Neo up to the total amount of PLN 900,000 (nine hundred thousand Polish zlotys).
Legal basis: Art. 17 (1) of the MAR Regulation - confidential information
Signed:
Jerzy Motz - President of the Management Board
OEX SA published this content on 10 January 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 January 2017 18:49:09 UTC.
Original documenthttp://oex.pl/en/raporty/significant-agreement
Public permalinkhttp://www.publicnow.com/view/567268F04F5E74ED3AAC2B83814A3937D2A3D22F
OEX SA, formerly Tell SA, is a Poland-based company engaged in the mobile phone and network services sector. The Company is an authorized distributor of PTK Centertel products and services. Its offering includes mobile connection services offered by the Orange network and selected services of TP SA, engaged in the provision of fixed-line and Internet services in Poland. The Company offers post-paid and pre-paid mobile connections, mobile phones of various brands, phone cards, memory sticks, chargers, headphones and other accessories, as well as Internet connection via Neostrada TP services. The Company operates through a network of branch offices and wholly owned subsidiaries, such as Euro-Phone Sp. z o.o., PTI Sp. z o.o., Connex Sp. z o.o. and Cursor SA.
OEX S.A. 