Business and Financial Review • Jul 20, 2020
Business and Financial Review
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Withreference to Current Report No. 34/2018 of 5 December 2018, in which theCompany informed on the adoption of the CIECH Group's Strategy for2019-2021, Current Report No. 8/2019 of 19 March 2019, in which theCompany informed on the commencement of a detailed review of options forchanges in the corporate and organisational structure and in thestructure of assets of the CIECH Group, Current Report No. 42/2019 of 11October 2019, in which the Company advised on the commencement of thereview of strategic options, relevant to the Resins business area,Current Report No. 45/2019 of 31 October 2019, in which the Companyinformed on the adoption by the Issuer's direct subsidiaries, CIECHSarzyna S.A. ("CIECH Sarzyna") and CIECH Żywice sp. z o.o.("CIECH Żywice"), of a plan of the division of CIECHSarzyna by transferring the Resins business area to CIECH Żywice,Current Report No. 47/2019 of 25 November 2019 on the adoption of theconcept of reorganisation of the CIECH Group, and Current Report No.1/2020 of 2 January 2020 on the registration of the division of CIECHSarzyna, the Management Board of CIECH S.A. (the "Company","Issuer") herewith communicates to the public the belowinformation, the publication of which was delayed on 1 April 2020according to article 17.4 of the Regulation of the European Parliamentand of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse,and repealing Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC (the "MAR"), on the commencement of negotiationsfor the sale of CIECH Żywice.
Contentof the delayed inside information:
"TheManagement Board ofCIECHS.A. the "Company", "Issuer")herewith informs that on 1 April 2020, the Company commencednegotiations with LERG S.A. with its registered office inPustków-Osiedle (the "Prospective Investor") on thecurrently contemplated sale of the Resins business unit (BU Resins),i.e. the companyCIECHŻywice sp. z o.o.("CIECHŻywice").
Thesale of Ciech Żywice, if any, is in line with the CIECH Group's Strategyfor 2019-2021.
Atthe same time, the Management Board of the Company would like to advisethat the negotiations described above are at their preliminary stage,thus the probability of defining the final terms of the transaction andthe acquisition of CIECH Żywice by the Prospective Investor is not yetcertain. What is more, the current uncertain general economic situationon markets, arising from the coronavirus epidemic, may have asignificant impact on the course and success of these negotiations.
TheCompany will provide information on the next stages of the negotiationprocess between the Prospective Investor and the Company in separatecurrent reports."
Reasonsjustifying the delay in disclosing inside information:
The commencement of negotiations with the ProspectiveInvestor is targeted at achieving the Company's strategic goals in thesale of the BU Resins, which is in line with the CIECH Group's Strategyadopted for 2019-2021. For these reasons, the Company considered theinformation on the ongoing discussions significant from the investors'point of view and qualifying as inside information.
At the same time, in the opinion of the Issuer, thedelayed publication of information on the commencement of negotiationswas in the legitimate interest of the Company since its disclosure mayhave violated such legitimate interests of the Company. Disclosure ofinformation on conducted negotiations at an early stage may have causedconfusion and misunderstanding among investors and other stakeholders ofthe Company and CIECH Żywice, which in turn could have an adverse impacton the course of negotiations and the probability of completing thetransaction, including in particular, the Company's negotiating position.
Giventhe inability to predict the outcome of the negotiations and theirimpact on the transaction, in the opinion of the Management Board of theIssuer, the publication of such inside information may have given riseto its incorrect assessment.
Legal basis:Art.17.1 and 17.4 of the MAR.
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