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Home page/Investor Relations/Reports/Current reports/Stalexport S.A. acquires the Organised Division of Enterprise (ZCP)

Stalexport S.A. acquires the Organised Division of Enterprise (ZCP)

Raporty bieżące (ENG) 2007-10-02

Referring to the report no 86 and 87 dated 02.10.2007 the Management Board of the Company informs that while executing the stipulations of the Investment Agreement it unconditionally sold the Organized Division of Enterprise (ZCP) for the benefit of STALEXPORT S.A. The anticipated selling price was determined at 125 m zloty and it will be verified by the Expert on conditions of the Investment Agreement dated 31.05.2007 and the Annex to it of 01.10.2007. The Organised Division of Enterprise which is the subject of disposal, covers assets, liabilities and off balance sheet liabilities connected with trading and production of steel products and of prefabricated reinforcement as well, which is the entity separately drawing up the balance sheet according to the Act on tax on goods and services, including in particular:
a) the following real estates belonging to STALEXPORT SA:

  • in Katowic-Panewniki, ul. Owsiana 60A,
  • in Chorzow, ul. Metalowców 13,
  • in Gniezno, ul. Surowieckiego 9A,
  • in Gostyn, ul. Graniczna 16A,
  • in Pila, ul. Przemyslowa 9,
  • in Krzyz Wielkopolski, ul. Portowa 4,
  • in Kostrzyn n/Odra ul. Prosta 18,
  • in Belchatow gm. Kleszczów,
  • in Bialystok, ul. Plazowa 37,
  • in Czestochowa, ul. Bór 166,
  • in Warszawa-Ursus, ul. Gierdziejowskiego 3.

b) shares and stock in the below listed companies belonging to STALEXPORT S.A. :

  • STALEXPORT SERWIS CENTRUM S.A. in Katowice,
  • STALEXPORT CENTROSTAL S.A. in Lublin,
  • STALEXPORT SERWIS CENTRUM BELCHATÓW S.A. in Rogowiec,
  • STALEXPORT METALZBYT Sp. z o.o. in Bialystok.

c) other assets (including movables and rights) and liabilities as well as the off balance sheet liabilities, according to the rules determined in the Investment Agreement.

The price will be paid by STALEXPORT S.A. for the benefit of Stalexport Autostrady S.A. after presenting the report by the Expert.
In case if the parties lodge objections to the presented Report the so called undisputed amount will be paid for the benefit of Stalexport Autostrady, i.e. the lowest one out of the amounts accepted by the Parties as the undisputed one, as the Selling Price of ZCP according to the stipulations of the Investment Agreement, the price is simultaneously not lower than the smaller out of two sums (a) equivalent to 85% of the Selling Price of ZCP indicated in the Expert?s Report and (b) 90,000,000.00 (ninety million) zloty.
In case of occurrence of the a/m situation the parties will apply to supplementary expert or the arbitration to fix the final selling price.
ZLOMREX S.A. granted a collateral for the a/m sum by virtue of guarantee of the anticipated selling price (125 m zloty) and it submitted the voluntary enforcement under Art. 777 Civil Procedure Rules and it committed itself to pay 100 m zloty on escrow account, till 08.10.2007.
The above transaction and the disposal of shares of STALEXPORT S.A. for the benefit of ZLOMREX S.A. is the successive phase of executing the strategy resigning from steel business and focusing on motorway business.

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