The Management Board of Grupa Kęty S.A. (the “Issuer”) hereby informs that on 14 September 2026, the Issuer, as the buyer, entered into a stock purchase agreement (the “SPA”) with Fengari Holdings Coöperatief U.A. with its registered office in Amsterdam, the Kingdom of the Netherlands, a company incorporated under Dutch law and controlled by affiliates of KPS Capital Partners, LP (the “Seller”) and Fengari Holdings I B.V. with its registered office in Amsterdam, the Kingdom of the Netherlands, a company incorporated under Dutch law (the “Acquired Company”), regarding the purchase of 100% shares in the share capital of the Acquired Company by the Issuer from the Seller (the “Transaction”).
The Acquired Company is a 100% owner of the companies of the METRA group (“METRA” or “METRA Group”), including Metra – Metallurgica Trafilati Alluminio S.p.A. with its registered office in Rodengo-Saiano, Italy. METRA is a global and vertically integrated manufacturer of aluminium profiles, including advanced railway solutions, architectural systems, as well as a supplier of high value-added services, including coating, anodising, machining and welding. METRA has 9 production plants in Italy, the USA and Canada, of the total extrusion capacity of approx. 145,000 tons a year, of which approx. 35% is in Europe. The sales revenue of the METRA Group in 2026 is estimated at approx. EUR 600 million, and EBITDA, excluding one-off items such as costs of the Transaction, is estimated at approx. EUR 90 million.
The acquisition of the Acquired Company is in line with the Development Strategy of the Capital Group of Grupa Kęty S.A., according to which the strategic objective of the Issuer is to create an internationally operating Capital Group, one of the leading companies in Europe in the area of aluminium processing and broadly understood construction industry, based on the Architectural Systems Segment and Sun-shading Systems Segment, with a production base specialising in the extrusion of aluminium profiles within the Extrusion Systems Segment. The Development Strategy of the Capital Group of Grupa Kęty S.A. also provides for possible acquisitions in the USA market. Completion of the Transaction:
The acquisition price was determined on the basis of a valuation of the enterprise value at EUR 645 million, less bank debt and other debt-like items, as at 31 March 2026. The acquisition price (equity value), taking into account the net debt of the METRA Group, is additionally dependent on the completion date of the Transaction and may amount to up to EUR 450 million.
Completion of the Transaction is subject to the fulfilment of customary conditions precedent, including the obtaining of the mandatory consents of the anti-monopoly authorities and other regulatory authorities (including under the relevant legislation governing foreign investment controls) in the relevant jurisdictions. Therefore, completion of the Transaction is not certain and remains subject to the fulfilment of the aforementioned conditions precedent.
In accordance with the SPA, both the Issuer and the Seller may terminate the SPA, including if the Transaction has not been completed by 14 March 2027 (subject to the possibility of extending this deadline by a maximum of two months in specific circumstances), except where the party intending to terminate the SPA has, during that period, committed a material breach of the provisions of the SPA.
The SPA contains typical representations and warranties relating to the Seller and the Acquired Company, as well as obligations governing the conduct of business by the Acquired Company and its subsidiaries in the period between signing of the SPA and completion of the Transaction, together with other obligations and protective measures typical for this type of transaction.
In the current opinion of the Issuer’s Management Board, completion of the Transaction will have no material effect on the binding dividend policy.
It is anticipated that the Transaction will be financed from a credit facility and the Issuer’s own funds. To this end, on 14 September 2026, the Issuer entered into a term credit facility agreement (the “Facility Agreement”) with Bank Polska Kasa Opieki S.A. (the “Bank”) for a maximum amount of PLN 2,000 million.
The final repayment date of the facility shall fall 24 months after the date of execution of the Facility Agreement. The term facility will not be renewable and may be drawn down either in PLN or in EUR.
The interest rate on the term facility will be variable and calculated as the sum of the relevant base rate, i.e., WIBOR for the use of the facility in PLN or EURIBOR for the use of the facility in EUR, and the Bank’s margin.
The repayment of the term facility and other obligations arising under the Facility Agreement shall be secured, in particular, by:
The Facility Agreement provides for the creation, following the completion of the Transaction and subject to the obtaining of the necessary corporate approvals, of a security over the shares in the Acquired Company.
The Issuer has also undertaken to cooperate with the Bank in organising a bond issue programme or other measures aimed at refinancing the liabilities arising from the Facility Agreement.
The other terms and conditions of the Facility Agreement do not differ from those generally applied to this type of financing agreements.
