37/2022 – Conclusion of an investment agreement with PKP PLK S.A.

Trakcja S.A. (“Issuer”, “Company”) informs that the Company concluded an investment agreement with PKP PLK S.A. (“Agreement”) pursuant to which PKP Polskie Linie Kolejowe S.A. (“PKP PLK”) undertook to take over 250 million series E ordinary registered shares in the Company’s increased share capital, at the issue price of PLN 0.80 per series E share, in return for a cash contribution in the amount of PLN 200,000,000.00 (“Series E Shares”). According to the Agreement, in case of conclusion of the agreement on taking over Series E Shares with PKP PLK, PKP PLK agreed not to undertake any actions leading to changes in the Company’s core business.

The agreement stipulates that the conclusion of the agreement for taking over Series E Shares will depend on the joint fulfillment of conditions precedent typical for this type of transactions, in particular:
a)    conducting by PKP PLK a due diligence procedure of the Company with a risk level acceptable to PKP PLK;
b)    obtaining necessary corporate approvals by PKP PLK;
c)    obtaining by PKP PLK of funding necessary for the execution of investment in the Company;
d)    no declaration of bankruptcy of the Company or opening of bankruptcy or other restructuring proceedings or submission of applications in this respect by the Company until the date of conclusion of the agreement on taking over Series E Shares;
e)    the Management Board of the Company will not take any actions which are beyond the ordinary scope of the Company’s business activities, the purpose or effect of which may be to significantly limit the Company’s potential to carry out investment construction works in the railroad industry, including in particular, human resources.

In addition, the Agreement contains standard obligations of the parties for similar agreements, including, among others, the obligation of the Company to agree with PKP PLK on certain disposals of the Company’s assets, as well as the obligation of the Company not to take any actions outside the normal scope of business activities, the purpose or effect of which would be to significantly limit the potential of the Issuer to perform investment construction works in the railroad industry.
To the extent required by the relevant provisions of law, the Company will keep announcing on an ongoing basis the subsequent stages of performance of the Agreement by separate current reports.

Legal basis:
Article 17 MAR