Current Report No. 54/2015
Date of the report: September 18th 2015
Abbreviated company name: KRUK S.A.
Subject: Decision to postpone disclosure of inside information and execution of a letter of intent defining key terms of the proposed acquisition of shares in Presco Investments S.a r.l.
Legal basis: Art. 56.1.1 of the Act on Public Offering – Inside information
Text of the report:
The Management Board of KRUK S.A. (the “Company”) announces that on August 4th 2015 it resolved to postpone until February 3rd 2016 the public disclosure of inside information regarding direct negotiations conducted by the Company on behalf of its subsidiary Secapital S.a r.l. (the “Buyer”) with P.R.E.S.C.O GROUP S.A. (the “Seller”) of a share sale agreement (the “Investment Agreement”) for the sale of shares (“Shares”) in Presco Investments S.a r.l. (“Presco Investments”).
As a result of the negotiations, on September 18th 2015 a letter of intent (the “Letter of Intent”) was signed between the Company and P.R.E.S.C.O GROUP S.A. on key terms of the proposed sale of the Shares. The Letter of Intent sets out the key terms of the sale of 100% interest in Presco Investments S.a r.l and the right to administer the debt portfolios purchased by Presco Investments and P.R.E.S.C.O. Investment I NS FIZ (the “Fund”) in Poland, with a total nominal value of PLN 2.7bn. The sale price was capped at PLN 220m, and will reflect the agreed adjustments, including reduction by any recoveries on the debt portfolios owned by Presco Investments and the Fund. The parties to the Letter of Intent agreed that the Investment Agreement would be signed by October 30th 2015.
Pursuant to the Letter of Intent, the Investment Agreement will be conditional on clearance by the President of the Polish Office of Competition and Consumer Protection (UOKiK) of the take-over of management of the Fund by the Company’s subsidiary Kruk TFI S.A. and of the acquisition of control of Presco Investments by the Buyer, as well as on approval of entry into the Investment Agreement by the Company’s Supervisory Board.
Acting in accordance with Art. 57.1 of the Act on Public Offering [...], dated July 29th 2005, and Par. 2.1 of the Minister of Finance’s Regulation on the type of information that could prejudice legitimate interests of issuers [...], dated April 13th 2006, on August 4th 2015 the Company decided to postpone the publication of information regarding the fact of holding the negotiations and details of the negotiations, as such publication could adversely affect the progress or outcome of the negotiations and thus prejudice the Company’s legitimate interests, and also because the Company is required to obtain the necessary corporate approval.