KERNEL HOLDING S.A.: SIGNING OF A CALL OPTION AGREEMENT

opublikowano: 2010-02-14 21:03

Spis treści:

1. REPORT

2. INFORMATION ABOUT THE ENTITY

3. SIGNATURE OF PERSONS REPRESENTING THE COMPANY

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

KERNEL HOLDING S.A.
(fullname of the issuer)
KERNEL HOLDING S.A. Spożywczy (spo)
(short name of the issuer) (sector according to clasification
of the WSE in Warsow)
L-1331 Luksemburg
(post code) (city)
boulevard Grande-Duchesse Charlotte 65 65
(street) (number)
(phone number) (fax)
(e-mail) (web site)
(NIP) (REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2010-02-14 P.Conrad, A.Usacheva Directors