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CURRENT REPORT NO. 7/2014
Date prepared: 16 March 2014
Subject matter: Notice of intention to enter into a material agreement.
Legal basis: Article 56 (1)(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing
the Introduction of Financial Instruments to Organised Trading, and Public Companies (Dz.U.
(Official Journal of Laws) of 2013, item. 1382) in conjunction with Article 154 (1) of the Act of 29
July 2005 on Trading in Financial Instruments (consolidated text: Dz.U. (Official Journal of Laws) of
2014, item 94)
Report contents: The Management Board of "Colian" Spółka Akcyjna with its registered office in
Opatówek, address: ul. Zdrojowa 1, 62-860 Opatówek, entered into the Register of Entrepreneurs of
the National Court Register kept by the District Court Poznań – Nowe Miasto and Wilda in Poznań,
9th Commercial Division of the National Court Register under the National Court Register Number
(KRS) 0000009994, NIP [taxpayer ID] 5540309146, REGON [enterprise ID] 090205344, with a share
capital of PLN21 503 919.00 paid in full (hereinafter called "Colian"), in relation to the current report
no. 7/2013, in which the Management Board informed about entering into an investment agreement of
8 January 2013 (hereinafter called "Investment Agreement") and the current report no. 6/2014, in
which the Management Board informed about an amendment to the Investment Agreement, informs
that on 14 March 2014 an investment fund called: IPOPEMA 21 Fundusz Inwestycyjny Zamknięty
Aktywów Niepublicznych with its registered office in Warsaw, address: ul. Próżna 9, 00-107 Warsaw,
entered into the Register of Investment Funds kept by the District Court in Warsaw, 7th Civil Division
under the Investment Fund Register Number (RFI) 389 (hereinafter called "Fund"), acting pursuant
to Paragraph 4.2. (1) of the Investment Agreement requested Colian to purchase from the Fund all
shares of the company under the business name: Firma Cukiernicza "Solidarność – Rok Założenia
1952" Spółka z ograniczoną odpowiedzialnością with its registered office in Lublin, address: ul.
Gospodarcza 25, 20-211 Lublin, entered into the Register of Entrepreneurs of the National Court
Register kept by the District Court Lublin-Wschód in Lublin, 6th Commercial Division of the National
Court Register under the National Court Register Number (KRS) 0000018470, NIP [taxpayer ID]
9462215432, REGON [enterprise ID] 431133859, with a share capital of PLN 38 209 300.00
(hereinafter called "Purchased Company"), i.e. 19 320 (in words: nineteen thousand three hundred
and twenty) shares with a total nominal value of PLN 19 320 000.00 (in words: nineteen million three
hundred and twenty thousand) (hereinafter called "Shares") for a price specified pursuant to
Paragraph 4.2. (1) in conjunction with Paragraph 4.5., (1) (b) in conjunction with Paragraph 4.5. (2) of
the Investment Agreement, which is a sum of:
a)
the amount paid for the company under the business name: Colian Sweet Spółka z ograniczoną
odpowiedzialnością with its registered office in Opatówek, address: ul. Zdrojowa 1, 62-860
Opatówek, entered into the Register of Entrepreneurs of the National Court Register kept by the
District Court Poznań – Nowe Miasto and Wilda, 9th Commercial Division of the National Court
Register under the National Court Register Number (KRS) 0000445636, NIP [taxpayer ID]
9680972964, REGON [enterprise ID] 302317364, with a share capital of PLN 5 710 000.00 paid
in full (hereinafter called "Company") by the Fund in relation to taking up the shares of the
Company that were exchanged for the shares of the Purchased Company due to the merger of the
companies, i.e. PLN 101 430 000.00 (in words: one hundred and one million four hundred and
thirty thousand),
b)
the amount of additional payments made by the Fund for the Purchased Company in relation to
the merger of the Company with the Purchased Company, i.e. PLN 46 920.00 (in words: forty-six
thousand nine hundred and twenty),
c)
the amount of interests on the amounts referred to in point a-b) above, charged pursuant to
Paragraph 4.5. (2) and (3) of the Investment Agreement before the date of concluding the Share
Sale Agreement between the Fund and Colian.
Colian intends to settle the share purchase transaction under Article 4.2. (7) of the Investment
Agreement, ie by transferring to the Fund the shares issued by Colian within the authorised capital
adopted under the Resolution no. 6/2013 of the Extraordinary General Assembly of Colian of 14
March 2013 on authorising the Management Board of the Company to raise the share capital within
the authorised capital and to deprive the existing shareholders of the right to receive subscription
warrants and shares issued within the authorised capital limit in full and deducting the Fund’s
receivable against Colian resulting from the Colian’s obligation to pay for the Shares with the Colian’s
receivable against the Fund resulting from the Fund’s obligation towards Colian to contribute assets to
cover Colian’s shares referred to above, whereas the information about the finally adopted method of
settling the transaction in question will be made public after the Share Sale Agreement between Colian
and the Fund is concluded.
In view of the request and the provisions of the Investment Agreement, the Share Sale Agreement
should be concluded between the Fund and Colian no earlier than 60 (in words: sixty) and no later
than 90 (in words: ninety) days from the date when the Fund submits the request in question to Colian,
whereas in case of mutual consent of the Fund and Colian, this time limit can be shortened or
extended. The information about concluding a Share Sale Agreement between the Fund and Colian
will be made public after the Share Sale Agreement is concluded.