Current report no. 37/2015
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 December 2014, whose disclosure was delayed, 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 December 2014, i.e. as soon as it is possible, about signing of a memorandum of understanding (MoU) with THE NATIONAL SERVICE CORPORATION SOLE (SUMA JKT) with the seat in Mlalakuwa, Dar es salaam (Tanzania) acting under the authority of the Government of Tanzania.
The arrangements of MoU remain valid within a year from the date of its conclusion, i.e. the 1 December 2015 and according to it the Parties expressed their intent to start a long-term industrial and sales cooperation and to lead to the establishment by joining forces of an assembly and manufacturing center aiming at supplying tractors and agricultural machines to the whole Southern Africa.
Besides, the Parties undertook that they will make every effort to prepare and conclude till the end of January 2015 a contract for sales of URSUS products in favour of the Tanzanian partner. The Parties made the mutual arrangements being aware that the Ministry of Finance of the United Republic of Tanzania filed in the Ministry of Ministry of Finance of the Republic of Poland a credit application in the amount of about 120 million Euro, within the preferential tied aid destined for modernization of the Tanzanian agriculture. A possible purchase of URSUS products could be financed with the means of the above-mentioned credit.
The Parties expressed also their wish to establish together a company in Tanzania which could deal with implementation of the joint projects of the Parties.
Any details of the planned projects shall be specified by the Parties within the period of validity of the arrangements of MoU.
The law governing the relations of the parties with reference to the concluded MoU is the law of Tanzania. The Parties undertook to settle any disputes which may arise out of or in connection with the agreement only on an amicable basis (informal negotiations).
Other provisions of the concluded MoU do not differ from the terms commonly used in this kind of agreements. MoU does not provide for any contractual penalties.
Conclusion of the above-mentioned MoU is a confidential information, in the sense of the art. 154 of the Act on Trading in Financial Instruments.
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 execution of the arrangements is indirectly dependent on conclusion of an intergovernmental agreement (G2G) between the Government of Tanzania and the Government of Poland. At this stage conclusion of this agreement is not clear yet. Moreover, public disclosure of the information on acquisition of a partner from the Tanzanian market could have a negative impact on the way of the further cooperation of the Parties, because it would directly draw the attention of the competitors to this market and this partner, which previously has not been commonly known.
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 execution of the concluded arrangements.
The Company will make public the complete information about the concluded MoU at the date of entry into force of the first specific contract concluded with THE NATIONAL SERVICE CORPORATION SOLE (SUMA JKT), i.e. immediately after the period in which its disclosure could have a negative impact on relationship with the Company’s business partners and execution of the concluded agreements as well as on the competitive position of the Issuer.
The 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 date of entry into force of a specific contract with the described Tanzanian partner.”
With reference to the above-mentioned report, the Management Board of URSUS S.A. hereby informs that on the 22 October 2015 the Issuer completed negotiations and concluded with The National Service Corporation Sole (SUMA JKT) with the seat in Dar es Salaam (Tanzania) a contract for sales of tractors, implements and spare parts of the total value 55 million USD.
The contract shall enter into force 15 days after the date of sending by the Ministry of Finance of the Republic of Poland to the Ministry of Finance of the United Republic of Tanzania of the approval of the Agreement between the Government of the Republic of Poland and the Government of the United Republic of Tanzania on extending a tied aid credit, dated the 28 September 2015.
The Issuer will provide the detailed information about the above-mentioned agreement in the subsequent current report no. 38/2015.
