Acquisition of Assets of Significant Value
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
The Management Board of LC Corp S.A. (“Issuer”) reports that today, i.e. on 15 November 2013,
it received the decision of the court of registration, pursuant to which on 6 November 2013 the
entry of an increase in the share capital of LC Corp Invest XV spółka z ograniczoną
odpowiedzialnością Investments S.K.A. (“Investments Company”), the Issuer’s subsidiary
undertaking, was made, for which the Issuer provided a non-cash contribution in the form of
interest receivables in the amount of PLN 91,855,080.00, arising from loan agreements concluded
between the Issuer as a lender and its subsidiary undertakings as borrowers (“Non-cash
As a result of the conclusion of the agreement to take up the shares between the Issuer and
Investments Company, of which the Issuer informed in Current Report No. 52/2013 of
21 October 2013, the Issuer took up 9.185.508 Series C ordinary registered shares of Investments
Company, having a par value of PLN 10.00 each, at the issue price of PLN 10.00 per share
(“Agreement to Take up the Shares”). The shares of Investments Company, having the total par
and issue price of PLN 91,855,080.00 were paid for by the Issuer with the Non-cash contribution.
The book value of the assets in the Issuer’s books of accounts totals PLN 91,855,080.00.
The shares taken up by the Issuer represent the participation in the share capital of Investments
Company at the level of 99.95% and their total par value is PLN 91,855,080.00. The participation
of the Issuer and its subsidiary undertakings in the share capital of Investments Company amounts
to 100% (0.05% indirectly through the Issuer’s subsidiary undertakings, LC Corp Invest XV sp. z
o.o. and LC Corp Invest XVI sp. z o.o. and 99.95% directly). The Issuer and its subsidiary
undertakings have 9,190,508 votes at the general meeting of Investments Company.
Pursuant to the Agreement to Take up the Shares of Investments Company, Series C shares will
have dividend rights starting from the payment of the profit intended for distribution for the first
accounting year, ending 31 December 2014.
The Issuer reports that there are equity links between the Issuer and its management or
supervisory staff and Investments Company: the Issuer holds in Investments Company, directly
and indirectly (through its subsidiary undertakings, LC Corp Invest XV sp. z o.o. and LC Corp
Invest XVI sp. z o.o.) 100% of the shares and votes at the general meeting, and personal links:
Mr Dariusz Niedośpiał, President of the Issuer’s Management Board, concurrently performs the
function of President of the Management Board of the general partner of Investments Company,
and Mr Mirosław Kujawski, Member of the Issuer’s Management Board, concurrently performs the
function of Vice President of the Management Board of the general partner of Investments
The acquisition of the shares of Investments Company is a transaction effected to streamline the
structure and settlements within the LC Corp Group and it should be classified as non-current
The acquisition of the shares of Investments Company was financed with interest receivables
arising from loan agreements concluded between the Issuer as a lender and the Issuer’s subsidiary
undertakings as borrowers.
To meet the Issuer’s criterion of asset significance the value of acquired assets has to exceed 10%
of the Issuer’s equity.
Legal basis: Art. 5.1.1 of the Regulation of the Minister of Finance (Dz.U. /Journal of Laws/ No. 33,
item 259) of 19 February 2009 on current and periodic information published by issuers of
securities and conditions for recognising as equivalent the information required under the
provisions of the law of a non-member state.