In the reference to the report no 9/2016 dated 11 May 2016 regarding the decision to enter into negotiations aimed at preparing, drafting and signing of the letter of intent, termsheet or other similar document that aims to formalize the non-binding arrangement between TOYA S.A. and MaxCom S.A. containing at least the boundary conditions for future acquisition by TOYA SA of the new issue of shares of MaxCom S.A., including the value and number of shares purchased new issue, the Management Board of TOYA S.A. hereby informs that on 20 May 2016 the Termsheet was signed between TOYA S.A seated in Wrocław (later: TOYA) and MaxCom seated in Tychy (later: MaxCom) (together named 'Parties').
Term Sheet is a declaration of knowledge concerning the presentation of the most important terms of the proposed acquisition of newly issued shares of MaxCom by TOYA Company. The intention of the parties is to purchase by TOYA of minority stake in MaxCom, entitling TOYA to hold 256 600 shares of the new issue in MaxCom, which will represent 20.1% of the share capital and the same number of votes at the General Meeting of Shareholders MaxCom.
TOYA and MaxCom assume that the total investment will amount to PLN 12 000 million (twelve million 00/100 PLN). The investment will be carried out in a single tranche from its own resources of TOYA.
On 20 May 2016. MaxCom grants to TOYA exclusive rights to conduct further talks between Toya and MaxCom in order to realize the planned investment. The exclusive right in this respect will be in force until 30 June 2016.
Termsheet should not be interpreted as an offer, the preliminary contract or the purchase option; it is therefore not binding on the Parties, with the exception of the provisions concerning the obligations of Competitive Activities, Confidentiality and Exclusivity, as well as general obligations of the parties to negotiate terms of investment in good faith.
Detailed terms and conditions described above will be specified by The Transaction Parties in the investment agreement, which is assumed to be concluded after the TOYA due diligence and obtaining the necessary corporate approvals, but not later than 29 June 2016.
MaxCom S.A. is a modern, dynamically developing company, involved in the production and sale of telecommunication equipment, mainly GSM mobile phones, telephones wired and wireless PMR walkie-talkie, GPS and satellite navigation.
The aforesaid transaction according to TOYA will be a necessary step giving TOYA the opportunity for further development and growth through the realization of acquisition projects, which TOYA informed, among others, in the current report No. 10/2016.
Legal basis: Art. 56 section 1 point 1 of the Act of 29 July 2005. On Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies
Based on the power of attorney of the President of the Management Board
Radosław Czajkowski
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TOYA SA published this content on 20 May 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 May 2016 06:11:07 UTC.
Original documenthttp://yato.com/raporty-biezace/podpisanie-termsheet-z-maxcom-s-a/?lang=en
Public permalinkhttp://www.publicnow.com/view/5B14FE8DF97B4D8E77A15994A985D50F926B7CDC
Toya SA is a Poland-based producer and distributor of hand and power tools. The Company's products include, spanners, sockets, torque wrenches, screwdrivers, pliers, electrician tools, hammers, chisels, cutting tools, pneumatic tools, garden tools, clamps, health and safety articles, measuring tools, hydraulic and construction tools, fastening tools, impact drills, rotary hammers, cordless tools, grinders, polishers, jig saws, circular saws, submersible pumps, electric pressure washers, soldering guns, paint and mortar mixers, faucets, shower handles, bathroom scales, toilet seats, and wide range of modern design bathroom accessories. Its portfolio comprises such brands as: YATO, FALA, FLO, POWER UP, STHOR, VOREL and LUND. On July 16, 2014, the Company raised its stake in Yato Tools (Szanghaj) Co Ltd to 100%.
TOYA S.A. 
