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Current Report No. 25/2018

  Investors Relations

Agreement of the Term Sheet for JSW S.A.’s acquisition of an equity stake in Przedsiębiorstwo Budowy Szybów S.A.

Body of the report:

 The Management Board of Jastrzębska Spółka Węglowa S.A. (“JSW”, “Company”) reports that on 17 July 2018 the representatives of JSW as the Buyer and KOPEX S.A. and PBSz 1 Sp. z o.o. as the Sellers signed a document entailing the basic terms and conditions for the sale (“Term Sheet”) of a 95.01% equity stake in Przedsiębiorstwo Budowy Szybów S.A. („PBSz”).

In particular, the Term Sheet anticipates that:

- the Parties will strive to execute the PBSz share purchase agreement for the purpose of specifying the Parties’ rights and duties and the conditions for the transfer of the equity stake in PBSz to the Buyer according to the principles prescribed by the Term Sheet no later than within a term of 3 months from the date of its signing,

- the transaction will be completed as a “locked box” on 1 January 2018,

- the purpose of the transaction is to acquire 4,430,476 shares in PBSz for a total price of PLN 205,300,000 that will be subject to possible adjustments ensuing from the settlement mechanism and the safeguards for the Buyer whose specifics the Parties will lay down in the PBSz share purchase agreement,

- the transaction depends on the satisfaction of a number of conditions, including: the Office of Competition and Consumer Protection’s concentration consent, the release of the encumbrances on the assets held by PBSz and on the subject matter of this transaction resulting from the restructuring agreement of 1 December 2016, whose parties, among others, are as follows: the Sellers, PBSz and financial creditors, including Bank Pekao S.A. and Powszechna Kasa Oszczędności Bank Polski S.A., the execution of satisfactory memorandums of understanding with the trade unions in PBSz and PBSz’ two largest business partners (i.e. Tauron Wydobycie SA and KGHM Polska Miedź SA) for the purpose of confirming the progress in the performance of contracts, as well as the consent of JSW’s bondholders and obtaining corporate consents.

Legal basis: Article 17 Section 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse and Repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

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