Current report: 85/2010 - Signed by Chemoservis-Dwory S.A. the agreement for the purchase shares of the K-Protos a.s. Company, based in Czech Republic
Date: 2010-10-22 / Legal ground: Art. 56 sec.1 p. 2 Act on Public Offering – current and periodic information
Current report: 85/2010
Date: 2010-10-22
Legal ground: Art. 56 sec.1 p. 2 Act on Public Offering – current and periodic information
Subject: Signed by Chemoservis-Dwory S.A. the agreement for the purchase shares of the K-Protos a.s. Company, based in Czech Republic
Acting on the basis § 5. 1 pt. 1 of the Regulation of Minister Finance from 19.02.2009 on current and periodic information, provided by issuers of securities (Dz.U. 2009, No 33, item 259), the Management Board of the CHEMOSERVIS-DWORY SA (the "Issuer") informs about the agreement for the acquisition of assets of substantial value in form of 39.420 (thirty-nine thousand four hundred twenty) shares of K-PROTOS, based in Kralupy nad Vltavou (Czech Republic), including:
- 19.710 shares nominal value 1.000 CZK (one thousand Czech crowns)/161,60 PLN (one hundred sixty one Polish zlotys 60/100) each, the total nominal value 19.710.000 CZK (nineteen millions seven hundred ten thousand Czech crowns) /3.185.136,00 PLN (three millions one hundred eighty five thousand one hundred thirty-six Polish zloty 00/100),
- 19.710 shares nominal value 913 CZK (nine hundred thirteen) /147,54 PLN (one hundred forty-seven Polish zloty 54/100)each, the total nominal value 17.995.230 CZK (seventeen millions nine hundred ninety-five thousand two hundred thirty Czech crowns) /2.908.029,10 PLN (two millions nine hundred eight thousand twenty nine Polish zlotys 10/100).
K-PROTOS company provides comprehensive services in the field of electrical engineering and maintenance for chemical, petrochemical and food industries. K-PROTOS employs approximately 360 people at its offices in Kralupy nad Vltavou, Neratowicach and Kolin.
The purchased shares represent 100% of the share capital of K-PROTOS a.s. and are entitled to exercise 100% of the votes at the General Meeting of the company. The total purchase price stated above assets amounted to 23.800.000.00 (twenty three millions eight hundred thousand) zlotys 00/100.
For the acquisition of assets occurred, as a result of the conclusion on 21.10.2010, the sales agreement, between the companies: PETRO Mechanika S.A., PETRO Remont Sp. z o.o., PETRO Eltech Sp. z o. o. established in Plock Chemików 7 Street and Omenix Sp. z o. o. based in Warsaw on Skalbmierskiej Street 15/22, and the Issuer.
Transfer of ownership of shares to Chemoservis-Dwory S.A. will take place, in accordance with the provisions of the agreement, after payment of a price for the shares, that is until to 02.11.2010.
Source of financing for this transaction, funds will be acquired by the Issuer with the private placement of series D shares of the Company Chemoservis-Dwory S.A.
Between the Issuer and the company Petro Mechanika S.A. personal relations are the following: President of the Management Petro Mechanika is also the Chairman of the Supervisory Board of Issuer. In addition, there is a relationship between the first line of President of the Board’s Issuer and Chairman of the Supervisory Board.
Between the Issuer and the company PETRO Remont Sp. z o. o. personal relations are the following: President of Petro Remont is also the Vice Chairman of the Supervisory Board.
Between the Issuer and the company PETRO Eltech Sp. z o. o. personal relations are the following: Vice President Petro Eltech is also Secretary of the Supervisory Board.
Between the Issuer and the Company Omenix Sp. z o. o. there are no personal relations.
When converting into Polish zlotys at the average exchange rate used the Polish National Bank valid on the date of preparing report.
The criterion for recognizing assets as of significant value to exceed 10% of the proceeds from the sale Chemoservis-Dwory S.A. for the past four quarters of turnover within the meaning of § 2. 1 pt. 45 Resolution of the Minister of Finance dated 19.02.2009 on current and periodic information disclosed by issuers of securities.



