Related Party Transaction • Jul 23, 2015
Related Party Transaction
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23 July 2015, 17 h REGULATED INFORMATION
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On July 23, 2015, the board of directors of Rosier has approved the signature by Rosier of several agreements with Borealis LAT GmbH (a 100% Borealis subsidiary). According to these agreements, Rosier appoints Borealis LAT in capacity of exclusive distributor of the Rosier products for the European markets other than its home market and sells to Borealis LAT its customer base on these markets; Rosier commits itself to provide Borealis LAT with the support services needed for this new organisation (administrative, commercial and logistical supports). Furthermore, Borealis LAT appoints Rosier as its exclusive commercial agent for Borealis products in other countries, inside and outside Europe. Rosier alone will keep on selling its products within its home market (i.e. Belgium, the Netherlands, northern Europe) and outside Europe.
As announced in the press release dated May 27, 2015, these agreements implement the transformation program for the Rosier Group based on the strengthening of the commercial synergies with the Borealis Group (its majority shareholder), and aims at improving Rosier's competitiveness and ensuring better growth both in terms of activities and results over the next few years.
The terms of these agreements are similar to those indicated in the press release of May 27. These agreements have initially a fixed term of 10 years, renewable for an undetermined period, except in the event of a 3-year notice term or an anticipated termination occurring in case of change of control or of material change in the ownership of Borealis AG on Rosier and under the usual circumstances for this kind of agreement.
Also available at www.rosier.eu under the heading « Financial information »
Route de Grandmetz 11a – B-7911 MOUSTIER (Hainaut) Infos financières : Tél. : +32 69 87 15 30 – Fax : +32 69 87 17 09 - page 1 sur 2
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As these operations concern an affiliated company, in accordance with Article 524 of the Company Code, the board of directors of Rosier has submitted the draft agreements to a committee of three independent directors, assisted by independent experts (Delvaux Associés and Avisor), and has taken its decision after having examined the report of the committee of independent directors. The agreements have entered into force with effect as from June 1st, 2015.
On behalf of the Board of Directors,
Willy Raymaekers, Chairman and CEO of Rosier GROUP
This press release is published only as regulated information pursuant to article 35 of the Royal Decree of 14 November 2007 concerning the obligations of the issuers of financial securities admitted to trading.
It does not constitute an offer to sell or buy or a solicitation to sell or buy Rosier shares or other shares.
Certain statements in this press release may be considered "forward-looking". Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks, uncertainties and other factors many of which are difficult to foresee and most of the time are beyond the control of Rosier. They can differ, and often differ, in a significant way from the actual figures. Rosier therefore cannot provide any assurance that such forward-looking statements will materialize and expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this press release.
Route de Grandmetz 11a – B-7911 MOUSTIER (Hainaut) Infos financières : Tél. : +32 69 87 15 30 – Fax : +32 69 87 17 09 - page 2 sur 2
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