Legal basis:
Article 17 section 1 of the MAR - inside information
The Management Board of Grupa Azoty S.A. (hereinafter the 'Issuer', 'Grupa Azoty') gives notice that on 6th September 2018, the Issuer entered with Goat Netherlands B.V., a company with its registered office in Amsterdam belonging to XIO Group, (hereinafter the 'Seller') into a conditional share purchase agreement ('Agreement') with regard to the acquisition of 25,000 (twenty-five thousand) shares by the Issuer representing 100% of the share capital in Goat TopCo GmbH with its registered office in Münster, Germany (hereinafter 'Goat TopCo'), for a purchase price not higher than EUR 235 million (two hundred and thirty-five million euro) (hereinafter the 'Transaction').
The subject matter of the Transaction is the acquisition of 100% of the shares in Goat TopCo, a holding company for 22 companies, including the main operational company COMPO EXPERT GmbH with its registered office in Münster, Germany, one of the world's largest producers of specialty fertilizers (hereinafter 'COMPO EXPERT Group'). The Transaction will be entirely financed from the credit facility limits available to Grupa Azoty. The Agreement provides for the payment of an amount of EUR 6 million (six million euro) by Grupa Azoty to an escrow deposit at signing. However, the payment of the price for the shares in Goat TopCo, less the amount paid into the escrow deposit, will be a one-off payment and will take place at the closing of the Transaction with the Issuer taking control over Goat TopCo.
For the last financial year that ended on 30 September 2017 the COMPO EXPERT Group recorded revenues of EUR 333 million (three-hundred and thirty-three million euro), reaching an EBITDA after excluding one-off events of EUR 30 million (thirty million euro).
The Agreement regulates in detail the Transaction's financial mechanisms, including the purchase price determination, the Seller's guarantees and liability, conditions for the closing of the Transaction, such as obtaining consent from the Issuer's General Shareholders' Meeting and obtaining antimonopoly authorities' consents, which is expected to happen not earlier than in October 2018 and no later than in the first quarter of 2019, the covenants between the date of the signing of the Agreement and the date of the closing of the Transaction, as well as the rules of reimbursing costs incurred by the parties to the Agreement, if the Transaction is not successfully closed.
The Transaction is part of the Issuer's strategy to strengthen Grupa Azoty's position among the leaders of agricultural solutions. The Transaction opens new possibilities for Grupa Azoty to diversify its business activities, and to simultaneously acquire highly innovative technology and unique know-how and a developed distribution network.
COMPO EXPERT Group's product offering will supplement the product portfolio of Grupa Azoty, by contributing advanced solutions in the field of specialty fertilisers. Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) 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 (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).
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Grupa Azoty SA published this content on 06 September 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 September 2018 15:26:04 UTC
Grupa Azoty SA is a Poland-based producer of chemical products. Its products portfolio is divided into five segments. Fertilizers segment includes manufacturing and sales of nitrogenous fertilizers (urea, nitrate, ammonium nitrates, ammonium sulphate nitrate, a mixture of ammonium sulphate and urea, ammonium sulphate), compound fertilizers, ammonia; Plastics segment is engaged in manufacturing and sales of polyamide 6 (Tarnamid, Alphalon), polyacetal (Tarnoform), caprolactam; OXO segment includes manufacturing and sales of alcohols (2-ethylohexanol, n-butanol, isobutanol, octanol F) and plasticizers, such as bis(2-ethylhexyl) phthalate, diisobutyl phthalate, among others; Pigment segment is engaged in manufacturing and sales of titanium white, Tytanpol; Other Activities segment includes energy, laboratory services, catalysts, rental of properties. The Company operates through subsidiaries, including Grupa Azoty ZAK SA, ATT Polymers GmbH, Zaklady Chemiczne Police SA, among others.
GRUPA AZOTY S.A. 
