Subject:
Disclosure of delayed confidential information
Legal Basis:
Article 57 section1 of the Act on Public Offering – noticeofdelayinformation
Contents of the report:
Acting according to Article57Section 3of the Act on Public Offering, dated 29 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Polish Journal of Laws, 09.185.1439, later amended) the Management Board of POL–MOT Warfama S.A. hereby publishes confidential information, which publishing has been delayed on the basis of § 2sec.1 point 1 and 3of the Minister of Finance Regulation of 13 April 2006 on types of information which can violate legitimate interest of the issuer and ways of issuer’s conduct in relation to delay of publishing confidential information (Journal of Laws No. 67, item 476).
The information on delay of compliance with reporting obligations was submitted to the Commission of Financial Supervision on 8 April 2011, was as follows:
“According to Article57Section 1of the Act on Public Offering, dated 29 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Polish Journal of Laws, 09.185.1439, later amended) the Management Board of POL–MOT Warfama S.A. informed of the delay the publication ofinformationabout making an binding offer to Bumar sp. z o.o. in Warsaw at 8 April 2011 of:
1) 100% shares of the Ursus sp z o.o. based in Warsaw, ul. Posag 7 Panien 8a, 02 - 495 Warsaw, registered in the National Court Register by the District Court in Warsaw XIII Economic Division atNo. KRS0000085448, owned by Bumar;
2) trademarks of the Ursus owned by Bumar, which were registered in the Polish Patent Office under numbers 47098, 54394, 56476, and submitted to the Polish Patent Office under numbers 374742, 374744, 374746
3) Tractors“Ursus”owned byBumar.
Conditions of the binding offer made by the Issuer can be negotiated.
Offer made by the Issuer shall be in force until 8 July 2011.
Publishing of the above confidentialinformation will take place until the next day following the expiration of the binding offer made by the Issuer which ends on July 9, 2011.
The Management Board of POL-MOT Warfama SA explains that the publication of information about a binding offer would violate the legitimate interests of the Company as an issuer of securities, in particular by providing information about a bid, which effect depends on the company Bumar Ltd.. Bumar Ltd. reserves the right to choose an entity with which enter into negotiations, to cancel a call, the right tonot participate or withdraw from negotiationsand to extend the deadline to submit binding offers. Protecting the legitimate interests of the Company is, inparticular in minimizing the risk of the contractor to withdraw from the transaction, or by third parties to take actions that may adversely affect the transaction or likely to change its parameters. This could also cause confusion in the mind of investors to acquire securities of the Company, not being able to properly determine the probability of coming into effect of the transaction.
The Management Board ofPOL-MOT Warfama SA also explains that postpone of information not likely to mislead the public because the company will give full information concerning the transaction immediately after the outcome ofbiddingprocedures and negotiations."
Referring to the above-mentioned report, the Management Board of POL-MOT Warfama SA (the Issuer) informs that on 12 April 2011 Bumar sp. z o.o. invited Issuer to talks aimed at determining the final provisions of the agreements of binding offer made by the Issuer. After conducted the negotiations, on 26 April 2011 the Issuer has concluded with the company Bumar z o.o. a contract for the sale of tractors brand "URSUS" for a total maximum price of PLN 7.321.035,00(price will be reduced in the case of acquisition by the Issuer fewer tractors than that indicated on the contract), a sales agreement of trademarks "URSUS" for PLN 8.1 million and contract for the sale of URSUS limited liability company’s shares based in Warsaw for PLN 1.Concluded agreementsare closely linked and their entry into force depends on the occurrence of the two precedent conditions - obtain the consent of the President of the UOKiKin the field ofconcentration and the approval of the Shareholders' Meeting of the Bumar to the conclusion by Bumar Ltd. above contracts. In the event of failure of the precedent conditions within six months from the date of conclusion of agreements, concluded an agreement will terminate. Upon termination of the contract because of the failure of the precedent conditions exhausted all liabilities and claims of the parties under the agreements. The fulfillment of the precedent conditions set out in the above contracts or the termination of the above agreements, the Issuer will inform in the current report, submitted after the occurrence of one of the above circumstances.
The total value of the sales contract of tractors brand "URSUS", sales contract of trademarks "URSUS" and the sales contract of shares in URSUS limited liability company based in Warsaw, exceeds10% of the equity of the Issuer. Other conditions of agreements do not depart from the standard, generally accepted at this type of contract.
