Current report no. 27/2015
Title:
Delayed disclosure of confidential information
Legal basis
Art. 56 sec. 1 point 1 of the Act on Public Offering - Confidential information
Message:
Acting on the basis of the art. 57 sec. 3 of the Act on Trading in Financial Instruments dated July 29th 2005, the Management Board of Ursus S.A. in Lublin makes public the confidential information, whose disclosure was delayed according to § 2 sec. 1 point 1 and 3 of the Regulation of the Minister of Finances of 13th April 2006 on the types of information which can be detrimental to the legitimate interest of an issuer, as well as the actions of an issuer in association with the delay of submission of confidential information to the general public. The confidential information transmitted on the 2 March 2015 was the following:
„The Management Board of Ursus S.A, on the basis of the art. 57 of the Act on Trading in Financial Instruments dated July 29th 2005 and § 2 sec. 1 point 5 of the Regulation of the Minister of Finances of 13th April 2006 on the types of information which can be detrimental to the legitimate interest of an issuer, as well as the actions of an issuer in association with the delay of submission of confidential information to the general public, hereby informs that they delay the obligation of disclosure of information, obtained on the 2 March 2015, i.e. as soon as it is possible, about conclusion by METALS AND ENGINEERING CORPORATION (METEC) OF THE FEDERAL DEMOCRATIC REPUBLIC OF ETHIOPIA of a memorandum of understanding (MoU) to the agreement for supply of tractors, equipment for servicing centers and spare parts for tractors, of which the Issuer informed in the report no. 3/2014 sent on the 6 March 2014.
According to the concluded MoU:
1. The Parties conformed that the second stage of the contract for supply of tractors, equipment for servicing centers and spare parts for tractors will be discussed, finally agreed and concluded till the 1 September 2015.
2. METEC confirmed that URSUS duly fulfills the contract for supply of tractors, equipment for servicing centers and spare parts for tractors and it contributes to the development and economic growth of Ethiopia.
3. The Parties conformed that their cooperation enhances the positive relationship between Ethiopia and Poland.
The reason of the Issuer’s decision about delay in disclosure of the confidential information concerning conclusion of the above-mentioned MoU is the fact that it concerns the agreement in respect of which the obligation of disclosure of the information about its conclusion has been delayed.
Disclosure of the fact of extension of the negotiations concerning execution of the second stage of the contract would infringe the legitimate interest of the Company and its shareholders. The protection of the legitimate interests in this case consists particularly in minimizing the risk of a negative reception by the current partners and main suppliers of the Company of the information that the second stage of the contract will be executed later than the Parties initially agreed.
Also, of significant importance is the Issuer’s willingness to avoid attempts of the competitors to influence the decision of the other party about withdrawing from the concluded agreement, modification of its provisions or a further delay in execution of its second stage.
Such a situation could at the same time result in misleading the investors acquiring the company’s securities, not being able to define properly the likelihood of full execution of the contract and its importance for the company. A premature disclosure of the aforementioned information could have a negative impact on the competitive position of the Issuer in the sector of agricultural machines in Poland and on foreign markets.
Management Board of Ursus S.A. at the same time assures that they will keep confidential the confidential information whose disclosure has been delayed and they guarantee that a delay in disclosure of the information will not mislead the public because the company will disclose the full information concerning the concluded MoU at the moment of making binding arrangements with METEC concerning execution of the second stage of the aforementioned contract. Publishing the above-mentioned information on that date will not jeopardise the Issuer’s intentions related to other planned business projects related to the contract”.
With reference to the above-mentioned report, the Management Board of URSUS S.A. hereby informs that the negotiations previously held with METEC have not resulted in conclusion of an agreement for execution of the second stage of the contract for supply of tractors, equipment for servicing centers and spare parts for tractors. The Parties have not completed discussions which are going properly, however at the moment it is not possible to establish clearly whether an agreement for execution of the second stage of the contract will be concluded, and, if so, when. The Issuer will inform the public about the results of the negotiations immediately after they have been completed.
