| |
MESSAGE _ENGLISH VERSION_
|
|
| |
The Management Board of Prime ASI S.A. with its registered office in
Rzeszów _the "Issuer"_ announces that on 5 July 2026 the Issuer entered
into an option agreement with Grupa Kapitałowa Valeza sp. z o.o. with
its registered office in Warsaw _"GK Valeza"_ concerning the acquisition
of shares in AMC Polish Arsenal sp. z o.o. with its registered office in
Słupia, municipality of Słupia Konecka _"AMC Polish Arsenal"_, which may
be exercised from the date of registration of AMC Polish Arsenal in the
register of entrepreneurs of the National Court Register as a limited
liability company.
The subject of the agreement is the granting by GK Valeza to the Issuer
of an irrevocable option to acquire a block of shares representing 31%
of the share capital and 31% of the total number of votes in AMC Polish
Arsenal _the "Option"_.
As at the date of conclusion of the option agreement, the Issuer holds
20% of the shares in AMC Polish Arsenal. In the event of the exercise of
the Option and the acquisition of the additional 31% shareholding, the
Issuer would hold a total of 51% of the share capital and 51% of the
total number of votes in AMC Polish Arsenal, which would result in the
Issuer obtaining a majority equity interest in AMC Polish Arsenal.
Pursuant to the option agreement, the agreement enters into force on the
date of registration of AMC Polish Arsenal in the register of
entrepreneurs of the National Court Register. Until AMC Polish Arsenal
is entered into the National Court Register, the Option may not be
exercised, and any disposal of shares in AMC Polish Arsenal remains
impermissible pursuant to Article 16 of the Polish Commercial Companies
Code. Selected provisions of the agreement, in particular those
concerning the protection of the Issuer's interests, confidentiality,
communication and the parties' obligations, are binding on the parties
from the date of signing the agreement.
The Option may be exercised by the Issuer within 36 months from the date
of conclusion of the option agreement. The Option shall be exercised by
the Issuer submitting a written statement on the exercise of the Option
in accordance with the terms set out in the agreement.
The parties agreed on a fixed settlement value for the shareholding
covered by the Option. For the purposes of the option agreement, the 31%
shareholding in AMC Polish Arsenal was determined as corresponding to
60,000,000 shares of the Issuer, valued for the purposes of settlement
of the transaction at PLN 1.25 per share. Accordingly, the total
settlement value of the shareholding covered by the Option amounts to
PLN 75,000,000.
Pursuant to the agreement, the settlement of the price for the shares
covered by the Option is to be effected through the issue of the
Issuer's shares intended for the acquisition of shares in AMC Polish
Arsenal, provided that such issue will require the adoption of
appropriate corporate resolutions by the relevant bodies of the Issuer
and the fulfilment of requirements arising from generally applicable
laws, the Issuer's articles of association and capital market
regulations.
The option agreement also contains provisions securing the Issuer's
interests, in particular a prohibition on disposing of, encumbering or
establishing any third-party rights over the shares covered by the
Option without the Issuer's prior consent, a prohibition on taking
actions aimed at circumventing the agreement, as well as mechanisms
concerning the accelerated exercise of the Option in the event of a
breach of material obligations by GK Valeza.
The purpose of entering into the option agreement is to secure the
possibility of further capital consolidation of AMC Polish Arsenal by
the Issuer and the potential increase of the Issuer's involvement in the
project to a majority level. AMC Polish Arsenal is a company being
developed as an investment and industrial project in the defence
industry, in particular in the area of 155 mm artillery ammunition and
related solutions.
The Issuer considers the conclusion of the option agreement to
constitute inside information within the meaning of Article 7 of the MAR
Regulation due to its potential impact on the Issuer's economic,
financial and strategic position, in particular the possibility of
increasing the Issuer's involvement to the level of 51% of the shares in
AMC Polish Arsenal and the settlement value of the shareholding covered
by the Option amounting to PLN 75,000,000.
The Issuer reserves that the conclusion of the option agreement does not
constitute the exercise of the Option or the automatic acquisition by
the Issuer of additional shares in AMC Polish Arsenal. The exercise of
the Option will depend on the Issuer's decision, the registration of AMC
Polish Arsenal in the register of entrepreneurs of the National Court
Register, the fulfilment of the conditions set out in the agreement, the
adoption of the required corporate resolutions and the fulfilment of
legal and regulatory requirements concerning the issue of the Issuer's
shares and the transfer of shares in AMC Polish Arsenal.
The Issuer further announces that the conclusion of the option agreement
does not currently result in the issue of the Issuer's shares, an
increase in the Issuer's share capital or the transfer of shares in AMC
Polish Arsenal to the Issuer.
The Issuer will inform about further material stages of implementation
of the option agreement and the AMC Polish Arsenal project in accordance
with applicable laws.
|
|
|
RB_ASO: Zawarcie umowy opcji umożliwiającej zwiększenie zaangażowania Prime ASI S.A. do 51%
udziałów w AMC Polish Arsenal sp. z o.o. w organizacji
