On 1 October 2009 a letter of intent was signed by Optimus S.A.; Zbigniew Jakubas and Robert Bibrowski (Optimus S.A. Shareholders); Michał Kiciński, Marcin Iwiński, Piotr Nielubowicz and Adam Kiciński (CDP Investment Stockholders); and CDP Investment.
CDP Investment Stockholders own 100% of the capital stock in the company.
CDP Investment is the owner of a group of subsidiaries (CDP Group).
The letter of intent details a planned transaction under which Optimus will acquire 100% of the stock in CDP Investment, while CDP Investment Stockholders will become shareholders in Optimus.
In acquiring 100% of the stock in CDP Investment, Optimus will become the indirect owner of the CDP Group.
Under the planned Transaction:
- CDP Investment Stockholders will assume ownership, through a private subscription, of 35,000,000 shares of stock in Optimus at an issue price of no less than 1.40 PLN per share (Issue I Shares). Issue I Shares will be paid for with a non-cash contribution of part (i.e. approx. 78% assuming that 100% of CDP stock is valued at 63,000,000 PLN) of the stock in CDP.
- Within 3 days of the fulfillment of precedent conditions stipulated in the Investment Contract, Optimus will, for the price of 14,000,000 PLN, purchase from CDP Stockholders all remaining stock in CDP (i.e. approx. 22% assuming that 100% of CDP stock is valued at 63,000,000 PLN) not previously transferred to Optimus as part of the non-cash contribution.
- With the completion of the Transaction, Optimus will become the owner of 100% of the stock in CDP Investment and indirect owner of the CDP Group.
- In light of the conditions of the planned Transaction and the necessity for Optimus to provide supplementary financing to the CDP Group in connection with the Transaction, Optimus S.A. Shareholders have agreed to provide additional funds to Optimus through a private subscription of Optimus shares (“Private Subscription”).
- Optimus will make an effort to obtain a bank loan in the amount of 9,000,000 PLN.
- Under the Private Subscription, Mr. Zbigniew Jakubas or an entity designated by him shall assume ownership of 5,547,676 newly issued shares at an issue price of 1 PLN (Issue II), and Mr. Robert Bibrowski shall assume ownership of 1,300,000 newly issued shares at an issue price of 1 PLN (Issue III).
- Optimus Shareholders or entities designated by them have agreed to transfer to Optimus the amount of 3,000,000 PLN no later than on 1 October 2009, and the amount of 3,847,676 PLN no later than on 24 October 2009. Said amounts shall constitute an advance on the amounts due for shares issued under Issues II and III.
- The Parties have agreed on principles of corporate governance in the event that the Transaction is brought to completion.
- Provided that all requisite corporate consents are obtained, Optimus has declared its readiness to extend loans to the CDP Group totaling no more than 10,000,000 PLN. If the borrower fails to repay the stipulated loans, the resulting debt claim of Optimus shall be credited against the payment stipulated in item (ii) above for part of CDP Investment stock.
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