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Information from the shareholders about the conclusion of an agreement concerning the placement and offering of shares of LC Corp S.A.


 

The Management Board of LC Corp S.A. (the “Issuer” or the “Company”) hereby informs that on 12 September 2017 it received from the Issuer’s shareholders: Mr Leszek Czarnecki, LC Corp BV, Getin Noble Bank S.A., Open Finance S.A., Open Life Towarzystwo Ubezpieczeń Życie S.A. a letter (“Notification”) with information about the conclusion on 12 September 2017 of an agreement concerning the placement and offering of the Issuer’s shares (the “Agreement”). In accordance with the received Notification, the Agreement was concluded by Mr Leszek Czarnecki, LC Corp BV, Getin Noble Bank S.A., Open Finance S.A., Open Life Towarzystwo Ubezpieczeń Życie S.A. (the “Sellers”) and Mercurius Dom Maklerski Sp. z o.o. (“Global Coordinator”) and mBank S.A., Trigon Dom Maklerski S.A. (“Joint Bookrunner”) and mCorporate Finance S.A., and Trigon Investment Banking spółka z ograniczoną odpowiedzialnością & wspólnicy Sp. k. (“Financial Advisers”). On the terms set out in the Agreement, the Global Coordinator and the Joint Bookrunner have undertaken to provide services for the Sellers necessary to organise and conduct the offer and placement of all shares of the Company held by the Sellers, representing in total 51.17% of the share capital of the Company (the “Transaction”) in line with the applicable laws and within the scope normally carried out by investment companies as part of similar offers of shares, on the terms set out in the Agreement.

In addition, in accordance with the contents of the Notification:

  1. in the Agreement Mr Leszek Czarnecki has undertaken, in the event the transaction by LC Corp BV is concluded, among others: (i) for a period of 3 (three) consecutive years from the date of closing the transaction referred to in the Agreement, not to create on the territory of the Republic of Poland a new company or other entity conducting a competitive activity interpreted as the core activity of the Company in the segment of residential or commercial development projects, and (ii) not to terminate the agreement of 6 December 2013 concluded with the Company, postponing to 31 December 2019 the date of payment by the Company of the price for the shares in Sky Tower S.A. with its registered office in Wrocław;
  2. in the Agreement Mr Leszek Czarnecki has undertaken that in the event the transaction is concluded by LC Corp BV he will resign from his function in the Supervisory Board of the Company and waive all claims toward the Company due to this function not later than on the day following the settlement date of the transaction covered by the Agreement;
  3. the Parties have resolved that the purchase price for the shares of the Company will be determined in the process of book-building and subsequently documented in a price appendix, whereas the price will not be lower than PLN 2.05 per one share of the Company;
  4. the Agreement contains standard terms and provisions normally found in this type of agreements.