The Management Board of TOYA S.A (hereinafter referred to as: the Issuer), in conjunction with the current report no. 50/2018 of 24 December 2018 in the matter of making decision on entering into negotiations, notifies that on 27 November 2019 due to the conducted negotiations, it made the decision on establishing the subsidiary located in Baibu Town in the Zhejiang Province in the People’s Republic of China.
In accordance with the intention of the Issuer, the Subsidiary shall be entitled, inter alia, to acquire the legal title to the land property in the area of economic zone in Baibu Town in Zhejiang Province in the People’s Republic of China and to build the warehouse. The Issuer in the subsidiary intends to take hold of 100% shares, stocks or other participation titles of the total nominal value not exceeding the amount of USD 8 000 000 (say: eight million). The registration capital of subsidiary shall amount to USD 8,000,000 (say: eight million) and shares, stocks or other participation titles shall be entirely paid up in cash.
Additionally, apart from the registration capital, the subsidiary shall be recapitalised with the total amount not exceeding USD 7,000,000 (say: seven million). The said recapitalisation can occur in the form of loan and bank credit.
Due to the aforementioned, in order to enable the Issuer to take hold of shares, stocks or other participation units in the subsidiary referred above as well as to allow for further recapitalisation, the Management Board of the Company decided to dispose, under one or several legal actions, of the assets of the Issuer in the form of financial means as it is specified below:
• the amount of USD 8,000,000 (say: eight million) shall be allocated for the taking hold of shares, stocks or other participation titles specified above.
• the amount not exceeding USD 7,000,000 (say: seven million) can be allocated for recapitalisation of the subsidiary.
The Issuer shall make the Subsidiary registration capital contribution in the amount of USD 8,000,000 no later than 2 years from the registration of the subsidiary. The Issuer shall simultaneously notify that the Supervisory Board of TOYA S.A., under the resolution no. 20/RN/2019 of 27 November 2019, expressed consent for taking hold of shares, stocks or other participation titles in the Subsidiary by the Company and for disposal, under one or several legal actions, of assets of the Company in the form of financial means pursuant to the parameters specified above. The Issuer shall notify on registration of the Subsidiary in the separate current report.
Legal basis: Art. 17 section 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L of 2014 no. 173, page 1, as amended).
Grzegorz Pinkosz
President of the Management Board