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Amendment to an important agreement concluded with Bank Handlowy S.A. w Warszawie and disposal of the assets of substantial value (transfer of ownership to secure bank guarantees)
Management Board of Centrum Klima S.A. with registered Office in Wieruchów (hereinafter "the Company") hereby publishes the information that on 6th December 2010 the Company received a counterpart of the annex to agreement for transfer of ownership no. BDK/PR-PG/000801626/0119/08 of 23rd December 2008 (hereinafter "the Agreement"). The annex was signed by Bank Handlowy w Warszawie S.A. with registered Office in Warsaw (hereinafter "the Bank"). The Company informed about concluding the Agreement in the Company's Prospectus, approved by the Polish Financial Supervision Authority on 9th October 2009 (point 8.5.1.5).
The above mentioned annex to the Agreement was concluded on 6th December 2010, upon receipt of its signed counterpart by the Company.
Based on the above mentioned annex the parties changed the subject of ownership transfer, so that the Company transferred the ownership of the entire stock of refrigeration-ventilation goods and facilities and raw materials worth PLN 14,072,821.52, as at 18th November 2010, to the Bank, according to the attachment to the above mentioned annex to the Agreement, the stock being located in the warehouses in Warsaw, at ul. Instalatorów 7B and in Wieruchów, at ul. Sochaczewska 144. Transfer of ownership was executed, subject to final settlement, that is upon the final repayment of secured liabilities, confirmed by the relevant statement issued by the Bank upon the Company's request, the agreement shall expire and the Company shall become the owner of the subject of ownership transfer again.
The parties decided in the annex that the agreement was concluded in order to secure repayment of the liabilities indicated in attachment no. 2 to the above mentioned annex and the future liabilities payable to the Bank, due to the letters of credit opened upon the Company's request, based on framework agreement for a revolving line to open letters of credit no. BDK/URT/000801626/0068/08 of 23rd December 2008, concluded between the parties, including later amendments and the Applications for Opening Irrevocable Documentary Letters of Credit and Regulations concerning Granting Bank Guarantees and Opening Letters of Credit, including due commission, fees and costs involved.
There are no other links between the Bank and the Company, apart from the ones resulting from the business relationships binding on them (concluded agreements for provision of services by the Bank), in particular, there are no personal or capital ties between the Company, the persons supervising or managing the Company and the Bank.
The annex to the Agreement does not constitute an agreement concluded with an affiliated entity.
The annex to the agreement was considered a significant agreement and disposal of the assets of substantial value, since: value of the agreement exceeds 10% of the value of the Company's equities. Moreover, based on the agreement amended by the above mentioned annex, the assets of substantial value, that is the assets constituting over 10% of the Company's equities, were disposed of.
Legal basis:
art. 56, item 1, point 2 in connection with art. 56, item 5 of the Offer - Current and Periodical Information Law in connection with § 5, item 1, point 1 and 3 of the Ordinance of the Minister of Finance of 19th February 2009 concerning current and periodical information provided by issuers of securities and the conditions for considering information required by legal regulations of a state other than a member state as equivalent. |
2010