The Management Board of Toya S.A. („Issuer”) hereby informs that on 25 June 2014 it has concluded an investment agreement (“Investment agreement”) with the shareholder of the company controlled 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”).
The Investment Agreements provides that the Issuer and YATO TOOLS Shareholder will conclude within 90 days since the date of the Investment Agreement, the agreement to acquire all rights and obligations of a controlled company YATO TOOLS, on the basis of which the Issuer will acquire a share of 25% of all the rights and obligations of the company YATO TOOLS and will be obliged to pay the price in the amount of PLN 8 387 500. The result of the foregoing obligation of the Issuer will be obtaining 100% of all rights and obligations, and thus – the exclusive control of YATO TOOLS company.
The agreement provides that in order to settle obligation of the Issuer under
of the Investment Agreement, the Issuer, subject to the approval of the General Meeting of TOYA S.A., will increase the share capital within the private subscription and submit the offer to the shareholder of Yato Tools, to acquire 2 330 000 new shares TOYA the total issue price of 9 902 500 (nine million nine hundred and two thousand five hundred zloty), i.e. PLN 4.25 per share. The agreement also provides that, after the acquisition of shares by
a shareholder of Yato Tools and payment of PLN 1 515 000 for subscribed shares, the total settlement of mutual obligations under the Investment Agreement will be conducted.
The Investment Agreement includes dissolving condition, in case of absence of an above-described approval of the General Meeting.
Legal basis: Art. 56 paragraph 1 item 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005.
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Grzegorz Pinkosz President of the Management Board |
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