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MESSAGE _ENGLISH VERSION_
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Subject:
Conclusion of an agreement
for the sale of shares held by JSW S.A. in Przedsiębiorstwo Budowy
Szybów S.A. and shares held by JSW S.A. in Jastrzębskie Zakłady
Remontowe Sp. z o.o. to ARP S.A. and publication of delayed confidential
information.
Body of the report:
With
reference to Current Report No. 5/2026 concerning the draft memorandum
of agreement between the Management Board and Representative Trade Union
Organizations and with reference to Current Report No. 7/2026 concerning
the conclusion of memorandums of agreement between JSW S.A. and
Representative Trade Union Organizations, the Management Board of
Jastrzębska Spółka Węglowa S.A. ["JSW," "Company"] hereby reports that
on 6 March 2026,
JSW
and Agencja Rozwoju Przemysłu S.A. ["Purchaser"] concluded a preliminary
agreement for the sale of shares in Przedsiębiorstwo Budowy Szybów S.A.
["PBSz"] and shares in Jastrzębskie Zakłady Remontowe sp. z o.o. ["JZR"]
["PRE-SPA"] ["Transaction"].
1.
Subject matter of
the transaction
The
subject matter of the Agreement is the sale of PBSz shares representing
95.81% of the share capital and entitling the holder to 95.81% of votes
at the PBSz Shareholder Meeting ["PBSz Shares"], as well as JZR shares
representing 59.39% of the share capital and entitling the holder to
59.39% of votes at the JZR Shareholder Meeting ["JZR Shares"] to the
Purchaser.
After
the transaction is finalized, JSW will no longer hold any shares in
PBSz, but will hold shares in JZR representing 1.01% of the share
capital and entitling it to 1.01% of the votes at the JZR Shareholder
Meeting.
2.
Transaction price
and payment terms
The
initial purchase price for PBSz Shares has been set at PLN 274,400,000
[two hundred seventy-four million four hundred thousand and 00/100
Polish zloty], and for JZR Shares at PLN 791,600,000 [seven hundred and
ninety-one million six hundred thousand and 00/100 Polish zloty]. The
preliminary purchase prices may be adjusted as specified in the PRE-SPA.
The
PRE-SPA provides that on the date of signing the PRE-SPA, the Purchaser
shall pay an advance payment towards the Initial
Purchase Price in the amount of PLN 400,000,000 [four hundred million
and 00/100 Polish zloty], which will be allocated as follows: PLN
102,964,000 [one hundred and two million nine hundred and sixty-four
thousand and 00/100 Polish zloty], representing 37.52% of the Initial
Purchase Price for PBSz Shares, and PLN
297,036,000 [two hundred ninety-seven million thirty-six thousand and
00/100 Polish zloty], representing 37.52% of the Initial Purchase Price
for JZR Shares. The remaining portion of the price will be paid by
the Purchaser to JSW upon fulfillment of the conditions precedent on the
Transaction closing date.
3.
Security
The
PRE-SPA provides for securing the Purchaser's claim for the refund of
advance payments in the event that the Transaction does not materialize
through a first-ranking registered pledge on JZR Shares, a first-ranking
registered pledge on PBSz Shares, a registered pledge on specific assets
belonging to KWK Borynia-Zofiówka, and a mortgage on specific real
estate comprising KWK Borynia-Zofiówka ["Bridge Collateral"].
The
establishment of the Bridge Collateral will require the consent of the
institutions comprising the consortium financing JSW's operations.
4.
Additional terms and
conditions and obligations/other key provisions
The
closing of the Transaction was conditional upon the fulfillment of the
following conditions precedent: [i] obtaining
antitrust approval from the President of the Office of Competition and
Consumer Protection _UOKiK_; [ii] no material adverse change
occurring between the date of the Agreement and the Closing Date; and
[iii] the effective expiry, no later than on the
Closing Date, of all liabilities or other financial or quasi-financial
relationships [regardless of their legal basis] existing between PBSz
and JZR and JSW or any entity related to JSW, including cash pooling
agreements, in such a way that as of the Closing Date, PBSz and JZR will
not be parties to any settlements within the JSW group, [iv]
obtaining prior written consents from the relevant majority of Financial
Institutions [in accordance with the procedure specified in the
Financing Agreement] represented by PKO BP [acting as Agent and
Collateral Agent], whose consents are required to complete the
Transaction, and release the following collateral established to secure
the Financing Agreement: the guarantee granted by JZR, the registered
pledge established on PBSz Shares; [v] obtaining a statement from the
State Treasury - Minister of State Assets on waiving the right of first
refusal in relation to the acquisition of JZR Shares, ["Conditions
Precedent"].
JSW
and the Purchaser will jointly determine the closing date. The closing
date may be set no earlier than 5 business days after the last of the
conditions precedent has been fulfilled ["Closing Date"].
On
the Closing Date, the final agreement will be concluded and the
remaining portion of the price will be paid.
If
any of the Conditions Precedent are not fulfilled by 30 June 2026
["Final Date"], the Purchaser will be entitled to withdraw from the
PRE-SPA by submitting a written statement to the Seller within 1 [one]
month from the Final Date, by delivering a written notice of withdrawal
to the Seller.
["Bridge
Collateral"] means collateral established to secure the repayment of
Advances on the Initial Purchase Price in situations provided for in
this Agreement, in agreement with the Seller Group's Financial
Institutions:
[a]
until the submission of an application for the registration of the
collateral referred to in items [b] and [c], a registered pledge and a
civil [ordinary] pledge established on the Shares, pursuant to the Share
Pledge Agreement;
[b]registered
and civil [ordinary] pledge established on a set of movable property and
rights constituting an organized part of the enterprise of KWK
Borynia-Zofiówka [Borynia Section] established under the OPE Pledge
Agreement;
[c]mortgages
on the following properties forming part of the organized part of the
enterprise of KWK Borynia-Zofiówka [Borynia Section];
[d]transfer
to secure the Seller's claims under the Seller's property insurance
agreements concerning the encumbered KWK Borynia-Zofiówka, Borynia
Section OPE [including the real estate comprising them], in a form and
content satisfactory to the Purchaser;
["Material
Adverse Change"] means any change or series of changes, events,
circumstances, or developments occurring during the Transition Period
that have had or are reasonably likely to have a material adverse effect
on the business activity, operations, assets, liabilities, financial or
business condition, or operating results of any of the Companies,
regardless of the cause, with a value of not less than PLN 75,000,000
[seventy-five million Polish zloty], as well as any of the following
events:
[a]
loss of the ability of any of the Companies [JZR, PBSz] to continue
operating in the Ordinary Course of Business;
[b]
loss of the ability of any of the Companies [JZR, PBSz] to settle its
due financial obligations [insolvency];
[c]merger,
division, liquidation, or transformation of any of the Companies [JZR,
PBSz];
[d]
an event resulting in a Breach of Warranties in relation to any of the
Fundamental Warranties;
[e]
an event resulting in a Breach of Warranties or breach of Transition
Period covenants which, on its own or in combination with other events,
could reasonably lead to a Loss exceeding PLN 75,000,000 [seventy-five
million Polish zloty] or equal to at least that amount;
[f]
any event or change that causes or could reasonably be expected to cause
a decrease in the EBITDA of the Companies [JZR, PBSz] or EBITDA margin
by at least 25% [twenty-five percent] relative to the levels assumed in
the financial model of the Transaction;
[g]disclosure,
after the Signing Date, of significant costs, liabilities or
encumbrances of a one-off or recurring nature related to the exit of the
Companies [JZR, PBSz] from the Seller's group [JSW Group] that were not
Properly Disclosed to the Purchaser prior to the Signing Date and that
exceed a total amount of PLN 75,000,000 [seventy-five million Polish
zloty] or have a material impact on the financial results or valuation
of the Companies;
[h]
a circumstance disclosed during Confirmatory Due Diligence that meets
the criteria set out in this definition;
[i]breach
by the Seller of its obligations under Article 5 of this PRE-SPA.
The
Agreement contains standard representations and warranties of the
parties regarding PBSz shares, JZR shares, and the companies being sold.
In the event of a breach of the representations and warranties or a
default, the parties shall be liable on the terms and within the time
limits specified in the Agreement.
5.
Framework Service
Agreement
The
Agreement provides for the conclusion, during the Transition Period, by
JSW, the Purchaser PBSz and JZR of a framework agreement for the
provision of services ["Framework Service Agreement"] in which the
Parties will regulate the key terms of business concerning:
with
regard to JZR:
[i]
overhaul services for machinery and equipment related to the coal mining
process;
[ii]
modernization of machinery and equipment related to the coal mining
process;
[iii]
production and supply of machinery and equipment related to coal mining;
[iv]
rental and lease of machinery and equipment related to the coal mining
process;
[v]
implementation of overhaul and investment processes related to the Coal
Preparation Plant and lease of assets comprising the Coal Preparation
Plant.
with
regard to PBSz:
[i]
shaft works;
[ii]
horizontal mining works;
[iii]
design services;
[iv]
construction and workshop facilities;
[v]
infrastructure construction.
6.
Purchaser's penalty
put option
During
the period of five [5] years from the Closing Date, in the event of an
Event of Default, the Purchaser shall be entitled [but not obligated] to
demand that the Seller purchase from the Purchaser: [i] all Sold JZR
Shares or [ii] all Sold PBSz Shares or [iii] all Sold JZR Shares and all
Sold PBSz Shares in aggregate, at the Purchaser's sole discretion, on
the terms and conditions set forth in the PRE-SPA.
7.
Seller's call option
During
the period of five _5_ years from the Closing Date, the Seller shall be
entitled [but not obligated] to demand that the Purchaser sell to the
Seller all Sold JZR Shares or all Sold PBSz Shares in aggregate.
8.
Purpose of the
transaction and impact on the Company and the JSW Group
The
transaction is part of JSW's efforts to divest, improve liquidity, and
stabilize its financial position. The funds obtained by the Company will
be allocated to JSW's current operations.
Legal
basis:
Article 17_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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RB: Zawarcie umowy sprzedaży akcji posiadanych przez JSW S.A. w Przedsiębiorstwie Budowy
Szybów S.A. oraz udziałów posiadanych przez JSW S.A. w Jastrzębskich Zakładach Remontowych
Sp. z o.o. na rzecz ARP S.A. oraz opublikowanie opóźnionej informacji poufnej
