Consent of the Supervisory Board for sale of shares of KOLB sp. z o.o. to the subsidiary IZOSTAL S.A.
The Board of STALPROFIL S.A. announces that the Supervisory Board at its meeting held on 12 December 2017 adopted a resolution on granting consent to sell by STALPROFIL S.A. to the subsidiary IZOSTAL S.A. of shares of KOLB sp. z o.o. in the amount of 1 549 units (100% of the share capital) with a nominal value of each share 2 000 PLN, for a total price of 14 453 719 PLN.
The planned transaction is a continuation of activities regarding restructuring transformation of the STALPROFIL S.A. Group, which aims to improve efficiency of asset management, optimization of financing structure of the Group's entities and maximizing synergies within the Group.
The Board of STALPROFIL S.A. analyzed the use of the assets in the Group in the context of improving extent and effectiveness of their use. The result of the analysis was, among other things, a proposal to make changes in the organizational structure of the Group through the sale of 100% of the shares KOLB sp. z o.o., owned by STALPROFIL S.A., to the subsidiary IZOSTAL S.A.
The sale price of the shares of KOLB sp. z o.o. was 14 453 719 PLN, ie. at their fair value evaluation, which was carried out by PWC sp. z o.o., based on financial forecast of KOLB sp. z o.o. for the period 2017-2021.
The Board plans to sign a contract for the sale of shares in January 2018. The planned transaction will increase the net financial result of STALPROFIL S.A. for 2018 by 3 666 thousand PLN, resulting from the difference between the sale price of the shares (equal to their fair value recognized in the Company's books), and the historical cost of their acquisition by STALPROFIL S.A.
The transaction will allow implementation of the following business objectives:
1. Achieving synergies by the Group's companies, which are located in one place (Kolonowskie), by:
a) interaction to make the best use of the physical infrastructure of the two entities (storage facilities, production facilities).
b) cooperation in using the potential of both companies in development of modern technologies of corrosion protection, mainly of the "Center for Research and Development of Technologies and Products of Steel" in IZOSTAL S.A.
2. Optimization of costs, among other things, in terms of organization, research and development, financial services, marketing and legal services.
3. Better use of the potential and regional conditions.
KOLB sp. z o.o. with its registered office in Kolonowskie, belongs to the STALPROFIL S.A. Group since 2008. It manufactures and assemblies steel constructions, performing among others: prefabricated metal buildings (industrial halls), metal structures (frameworks, pillars, towers), construction engineering (among others HBW features), etc. The company also offers services of corrosion protection of steel structures. Revenues of KOLB sp. z o.o. in 2016 amounted to 39 162 thousand PLN, while the net profit amounted to 1 224 thousand PLN. For 2017 estimated revenue of KOLB sp. z o.o. should oscillate at the level of 52 999 thousand PLN, while net profit should amount to approx. 1 424 thousand PLN.
The Board of STALPROFIL S.A. will informs in a separate current report about the conclusion of purchase/sale of shares of KOLB sp. z o.o. and the essential terms of the agreement.