In reference to the current report no 20/2014 dated 25 June 2014 Management Board of TOYA S.A. (The “Issuer”) informs about the conclusion on 16 July 2014 in Shanghai the Agreement to acquire all rights and obligations of the Company YATO TOOLS (Shanghai) Co. Ltd (“Share Purchase Agreement”), from the shareholder of the controlled company belonging to the Issuer’s Capital Group, ie. YATO TOOLS (Shanghai) Co. Ltd. (hereinafter referred to YATO TOOLS), holding 25% equity interests in YATO TOOLS (“YATO TOOLS Shareholder”, “Seller”).
Based on the Share Purchase Agreement, the Issuer acquired from the YATO TOOLS Shareholder, a share of 25% of all the rights and obligations of the company YATO TOOLS. Selling price of the abovementioned shareholders’ rights has been set at PLN 8 387 500. As a result of the conclusion of the Share Purchase Agreement, the Issuer acquired 100% of all rights and obligations, and thus – the sole control of YATO TOOLS Company.
Payment of selling price the will be through mutual compensation, up to the amount of PLN 8 387 500, of the claim of the Seller to the Issuer – due to the price referred to above and the of the Issuer to the Seller – due to the contribution to cover the shares issued in a private offering pursuant to the Investment Agreement referred to in the Current Report no 20/2014, ie. the issue of 2 330 000 shares with a total issue price of PLN 9 902 500. The remaining amount, ie. PLN 1 515 000 will be paid by the Seller to the bank account of the Issuer. The obligation to pay and compensate claims referred to above will be settled no later than on 1 April 2015.
Legal basis: art. 56 ust 1 pkt 1 Ustawy o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych z dnia 29 lipca 2005 r.
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Grzegorz Pinkosz President of the Management Board |