Current report 11/20172017-03-23

Current report no. 11/2017 (23.03.2017)

Title:

Delayed disclosure of confidential information

Legal basis:

Art. 17 sec. 4 Market Abuse Regulation

Message:

The Management Board of URSUS S.A., acting according to the Art. 17 sec. 1 and 4 of Market Abuse Regulation, makes public the confidential information about conclusion by the Issuer on the 1 October 2016 with Industrial Development Corporation Limited (IDC) with the seat in Lusaka (Zambia) a memorandum of understanding (MoU). Disclosure of the Confidential Information was delayed on the 1 October 2016.

The Confidential Information is the following:

„The Management Board of URSUS S.A. informs that, in compliance with the Market Abuse Regulation, on the 1 October 2016 decided to delay the obligation to notify the public of the information about conclusion on the 1 October 2016 of a memorandum of understanding (MoU) with Industrial Development Corporation Limited (IDC) with the seat in Lusaka (Zambia).

Within the arrangements made and confirmed in writing by the Parties, the Parties undertook to seek to establish industrial and commercial cooperation, which thanks to engagement of URSUS S.A. will contribute to mechanization and development of agriculture in Zambia.

The purpose of the Parties is to launch in Zambia an assembly plant of tractors and machinery URSUS, to establish servicing centers and to carry out trainings of the staff. The Parties consider also establishing a Special Purpose Vehicle in Zambia which will implement their intentions related to assembly, production of components, sales, service, distribution and marketing of URSUS products in Zambia and other countries of the South Africa.

The law governing the relations between the Parties within the MoU is the law of the Republic of Zambia.

The reason of the Issuer’s decision about delay in disclosure of the confidential information concerning conclusion of the above-mentioned MoU is the fact that it is not a biding act, the execution of which depends on the results of the planned business analysis. The full execution of the arrangements depends indirectly on conclusion of the intergovernmental agreement (G2G) between the Government of the Republic of Zambia and the Polish Government. At the moment conclusion of such agreement is not sure. Besides, disclosure of information about acquisition of a partner from the Zambian market could have e negative impact on the course of further cooperation of the Parties, because it could directly raise attention of the competitors to that market and the partner which till now have not been commonly known. An immediate disclosure of the information could be detrimental to the legitimate interest of URSUS due to possibility of compromising the appropriate assessment of the information by the public.

Besides, of significant importance is the Issuer’s willingness to avoid attempts of the competitors to influence the decision of the other party about withdrawing from the arrangements. Moreover, the Parties undertook to keep confidentiality and not to disclose any information thereof.

Taking into account the legitimate interest of the Company and its shareholders, the Company will publish the full information about the concluded MoU on the date when the specific agreement concluded with IDC becomes effective, i.e. immediately after the expiry of the period when such a disclosure could have a negative impact on the Issuer’s relations with its business partners and execution of the concluded contracts, as well as on the competitive position of the Issuer.

The Management Board of URSUS S.A. assures to preserve confidentiality of the information delayed for disclosure and warrants that the delayed disclosure of the information will not mislead the public."

The reason of disclosure of the above-mentioned Confidential Information is the fact that on the 23 March 2017 the Issuer concluded with Industrial Development Corporation Limited (IDC) the contract for supply of agricultural tractors and machinery, implements, spare parts and related services, therefore, in opinion of the Management Board, there are no grounds for any further delay in disclosure of this Confidential Information. The Issuer will inform in details about the above-mentioned contract with IDC in the following current report published today.

In compliance with the Art. 17 sec. 4 , third paragraph of MAR, immediately after publication of this report the Company will inform the Financial Supervision Commission about the delay of disclosure of the Confidential Information, together with confirmation of complying with the conditions of such a delay. At the same time the Company’s Management Board indicates that the main reason of delay in disclosure of the Confidential Information was protection of the legitimate interests of the Company and its shareholders.


 

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