Tell’s shareholders approved an issue of new shares aimed at taking over Cursor and Divante
The Extraordinary Shareholders’ Meeting of Tell S.A., a company running networks of stores for mobile phone operators, approved, on December 18th, an increase in the share capital to enable Tell acquiring 100% shares in the Cursor company and 51.03% shares in Divante from OEX S.A. Tell is going to issue 1,777,692 shares at PLN 13.00 per share through a private subscription for OEX. Owing to the takeover of Cursor and Divante, Tell will be able to offer comprehensive sale outsourcing services.
On November 21st, a contract was signed between Tell and OEX concerning the takeover of the shares in Cursor and Divante for a total amount of PLN 23.1 million, as a consequence of a letter of intent signed in-mid October last year. A successful conclusion of the transaction was conditioned upon a positive outcome of the due diligence process and obtaining consent of the Company’s Supervisory Board, which took place last December.
– We are very happy that our shareholders agreed to take over Cursor and Divante. The transaction is a significant step in the implementation of our strategy which assumes diversification of our activities beyond the distribution of mobile telephony services. Owing to the takeover we will considerably reinforce our position in the market and achieve the potential for a dynamic growth, which, as a result, will enhance the value of our company, says Rafał Stempniewicz, President of Tell S.A.
So far, the activities of the Tell company have focused on the traditional channel, while Cursor and Divante have been specializing in the outsourcing of sales in modern channels. After the transaction the Tell Group will have new competencies which, in conjunction with the current offer, will allow it to achieve a leading position in the sales outsourcing market. – Our current business model has shown the limits of growth in recent years, that is why this transaction means an enormous chance for us, adds Rafał Stempniewicz.
According to a resolution of the Extraordinary Shareholders’ Meeting, the initial share capital of Tell will increase by PLN 355,538.40, from PLN 1,022,169.40 to PLN 1,377,707.80, through the issue of 1,777,692 new ordinary bearer shares of Series C with a nominal value of PLN 0.20 each, carrying 1,777,692 votes in total. The entire issue will be addressed to OEX in exchange for a contribution of 163,517,500 shares in Cursor S.A. (100.00% of the initial share capital) and 592 shares in Divante Sp. z o.o. (51.03% of the initial share capital). The Tell’s current shareholders will not have subscription rights.
The issue price of one Series C share is PLN 13.00, i.e. PLN 23,109,996.00 for all. The shares will be taken into account in the payment of dividend from profits, beginning from profit distribution for the year 2014. The agreement between Tell and OEX regarding the subscription of Series C shares and making a contribution is to be concluded by the end of March 2015.
The Extraordinary Shareholders’ Meeting authorized the Tell’s Management Board to take all necessary actions related to the admission and introduction to trading of the Series C shares on the regulated market operated by the Warsaw Stock Exchange.