The Management Board of Grupa Kęty S.A. (hereinafter referred to as the Issuer) informs that on 14 June 2024, it concluded as a buyer, with 2 natural persons (hereinafter jointly referred to as the Sellers), a preliminary sales agreement (hereinafter referred to as the Agreement) with regard to 211,815 shares (hereinafter referred to as the Shares) in SELT Sp. z o.o. with its registered office in Opole, KRS [court ID}: 0000589791 (hereinafter referred to as the Company), representing 100% of the share capital and the total number of votes in the General Meeting of the Company (hereinafter referred to as the Transaction).
In the Agreement, the Parties decided that the sales price of the Company Shares (hereinafter referred to as the Sales Price) will be equivalent to the value of the Company’s enterprise agreed by the Parties, i.e. PLN 420 million, which will be reduced for the value of the net debt, understood as the Company’s financial indebtedness less cash, as at the balance-sheet date specified in the Agreement.
Based on the estimated value of the net debt of the Company as at 31 May 2024, amounting to PLN 40 million, the net Sales Price would amount to about PLN 380 million.
The estimated value of EBITDA (profit on operating activities plus depreciation) for the year 2023, reflecting the current structure of the Company’s assets, in consideration of the effects of synergy post the Transaction, is roughly PLN 42 million.
It has been planned that the Transaction will be financed from bank loans and the Issuer’s own funds. In the opinion of the Issuer’s Management Board, the completion of the Transaction will enable the maintenance of safe financial ratios, and shall not have a major effect on the binding dividend policy.
The Transaction closure and transfer of the ownership title to the Shares based on a separate promised sales agreement, which is intended to be signed on or before 25 October 2024, depends on obtaining of an anti-monopoly permit from the Office for Competition and Consumer Protection by 30 September 2024 (hereinafter referred to as the Precondition). If the Precondition is not fulfilled at the date specified, none of the Parties will be obliged to close the Transaction and the Agreement shall expire without any contractual liabilities against the counterparty or any third party.
The Agreement also provides for two additional conditions, namely obtaining anti-monopoly permits from the anti-monopoly authorities in the Czech Republic and Austria (hereinafter referred to as Additional Conditions), which affects the determination of the date when the promised Shares sales agreement will be signed. If the Additional Agreements are not fulfilled on or before 7 October 2024, the Agreement shall expire without any contractual liabilities against the counterparty or any third party.
In the concluded Agreement, the Issuer and the Sellers specifically committed and assured that the Sellers made declarations and assurances regarding their capability to conclude the Agreement, the ownership title to the Shares, the legal and actual status of the Company, the operations run by the Company, as well as actions aimed at protecting the value of the Company in the transition period by the date of the Transaction closure.
SELT Sp. z o.o. is one of the leaders on the Polish market of sun protection systems manufacturing, with revenue of roughly PLN 280 million. It offers external blinds, pergolas, awnings, sunbreakers, and reflex screens, which respond to market demand, including the trends related to thermal performance improvement of the existing buildings, passive buildings, energy saving and protection against extreme weather conditions.
In the opinion of the Issuer’s Management Board, the take-over of the Company will enable the Issuer to extend the value chain, and the product portfolio of the Group in that promising market area, where the Issuer’s presence has not been significant so far. It will also result in a number of synergies, for example in purchasing, sales and customer service areas.
The Company acquisition fits the Strategy of development of the Capital Group of Grupa Kęty S.A. for the years 2021-2025, providing for the possibility of acquiring other entities in the area related to the basic operations of the Issuer.
At the same time, the Issuer informs that on 14 May 2024, it made a decision on delayed disclosure of confidential information regarding the commencement of negotiations aimed at the Shares acquisition in the Company, pursuant to Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. The reason for the delayed disclosure of the information is the closure of negotiations and the Agreement conclusion.
