| POLISH FINANCIAL SUPERVISION AUTHORITY | |
| | | | UNI - EN REPORT No | 3 | / | 2010 | | | |
| Date of issue: | 2010-02-14 | | | | | | | | |
| Short name of the issuer | | | | | | | |
| KERNEL HOLDING S.A. | |
| Subject | | | | | | | | | | |
| SIGNING OF A CALL OPTION AGREEMENT | |
| Official market - legal basis | | | | | | |
| Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne | |
| Unofficial market - legal basis | | | | | |
| Contents of the report: | | | | | | | | |
| Kernel Holding S.A. ("Kernel") is pleased to announce that, following the call option agreement signed on 13 January 2010 (current report no 1/2010) to acquire a controlling interest in the Allseeds group of companies ("Allseeds"), on 12th February 2010 Kernel signed a call option agreement to acquire the 37.6% minority shareholders interest in Allseeds, subject to approval of both transactions by the Antimonopoly Committee of Ukraine ("AMC approval"). The Call Option agreements value Allseeds at an Enterprise Value (i.e. market value of all its shares and of its net interest bearing debt) of approximately USD 230 million. The final cash consideration to be paid by Kernel is subject to certain adjustments based on 31 March 2010FY IFRS audited figures of Allseeds. ING Bank N.V. has acted as Kernel’s financial advisor on both transactions. | |
| Annexes | | | | | | | | | | |
| File | Description | |
