Śrem, June 30th, 2011
Current report 12/2011
Signing of the letters of intent concerning the opening of negotiations on capital consolidation.
The Board of Directors of Delko S.A. hereby announces that on June 30th 2011 the letters of intent were signed which concern the undertaking of negotiations on the purchase of shares:
1. Delkor Sp. z o.o. based in Łódź,
2. Luberda Sp. z o.o., based in Ostrowsko,
3. Delko OTTO Sp. z o.o., based in Ostrowiec Świętokrzyski.
The signing of the abovementioned letters is a result of a consistently implemented strategy of development , including the concept of greater transparency of the operations conducted by Delko Group. The realization of, among others, the concerned capital and organizational restructuring will significantly raise the effectiveness of the business activities conducted by the Group of Companies.
The completed and the planned acquisitions reflect an active participation of the Company in the consolidation of the Polish FMCG market of the selected goods under the Delko name.
The aforementioned companies are the distributors of Delko S.A., whereas Delko OTTO is also a subsidiary of Delko S.A. (the Company has 50.02% of shares in the aforementioned company).
The intention of the parties of the abovementioned letters is that Delko S.A. takes the ownership control over Delkor and Luberda companies and purchases all the remaining shares of Delko OTTO Sp. z o.o.
According to the signed letters, the negotiations on the concerned case are to be completed at the latest until September 30th this year.
The details of the planned operations are determined by the parties in a separate agreements that will be made public.
The letters of intent have been signed with the following natural persons, being the owners of shares in the following respective companies:
1. Delkor Sp. z o.o:
- with Mr. Leszek Wójcik,
- with Mr. Tomasz Czapla,
- with Mr. Stefan Mielczarek.
Delkor is a shareholder of Delko S.A.; the Company has 751 360 shares and votes at the General Meeting of Shareholders of Delko, which is 12.6% share in the initial capital and the same share in the overall number of votes at the GM of the Company.
Mr. Leszek Wójcik is a Vice-President of the Supervisory Board of Delko S.A.
2. Luberda Sp. z o.o.:
- with Mr. Kazimierz Luberda,
- with Mrs. Teresa Luberda.
Mr. and Mrs. Luberda are shareholders of Delko S.A.; together they have 651 540 shares and votes at the GM of Delko, which is 10.9% share in the initial capital and the same share in the overall number of votes at the GM of the Company.
Mr. Kazimierz Luberda is a member of the Supervisory Board of Delko S.A.
3. Delko OTTO Sp. z o.o.:
- Mr. Mirosław Dąbrowski,
- Mr. Krzysztof Krzciuk,
- Mr. Michał Kozłowski.
Mr. Miroslaw Dąbrowski is a shareholder of Delko S.A.; overall, he has (by direct and indirect manner through P.H. Otto Sp. j.) 828 160 shares and votes at the GM of Delko, which is 13.8% share in the initial capital and the same share in the overall number of votes at the GM of the Company.
Mr. Miroslaw Dąbrowski is a member of the Supervisory Board of Delko S.A.
At the same time, the Board of Directors of Delko S.A. informs that the aforementioned companies are profitable, and the concerned acquisitions will significantly improve the competitive position of Delko Group, increasing direct control over the market by the Group by approx. 4%.
The basis for making the present information public is Article 56, passage 1, item 1 of the Act of July the 29th 2005 on public offer and terms of introducing financial instruments to the organized trading system and about public companies, in connection with Article 57 of the Act of July 29th 2005 on the public offer and terms of introducing financial instruments to the organized trading system and on public companies.
On April 8th, 2011, the Board of Directors of Delko S.A. adopted a resolution concerning initiation of the negotiations, the effect of which is signing of agreements concerning purchase of shares/stock of the selected companies by Delko S.A. At the same time, on the basis of Article 57 of the Act of July the 29th 2005 on public offer and terms of introducing financial instruments to the organized trading system and on public companies, the decision has been made to delay making the above information public until June 30th this year at the latest.