Polish Enterprise Fund SCA has applied to the Office of Competition and Consumer Protection (UOKiK) for permission to acquire control of Sescom and its subsidiaries, the Office said.
The application was received on 20 May 2024 and the case is pending.
The application relates to the planned acquisition by Polish Enterprise Fund SCA of Luxembourg (the notifier) of independent direct control over Sescom S.A. of Gdańsk (the target company) and independent indirect control over its subsidiaries, according to the application.
Earlier, the companies reported that Enterprise Investors has a preliminary agreement to buy 51.8 per cent of Sescom and plans to delist after the compulsory buyout. To this end, Sescom has entered into an agreement with 10 parties under which a squeeze-out will be carried out for all the company’s shares – not held by the parties to the agreement – i.e. 5.17% of the capital, giving 3.81% of the votes at the general meeting at PLN 77.83 per share. The parties also entered into a preliminary agreement under which – EIF IX – a sub-fund of Polish Enterprise Funds SCA will buy approximately 51.81% of the capital, giving approximately 38.18% of the votes in Sescom. As part of the transaction, EIF IX will invest PLN 104 million.
The fund, which is acting in concert with Slawomir Halbryt, Sescom’s founder and chairman, intends to accelerate the company’s growth through foreign expansion, and to this end EI will subsidise the company and plans to delist its shares.
The companies announced at the time that, following the buyback, the seller and the company would hold 2.1 million shares, representing 100% of the capital and entitling them to exercise 2.85 million votes in the company, representing 100% of the votes at the general meeting. The squeeze-out will be announced on 17 June 2024 and the squeeze-out date has been set for 20 June 2024, and the shares will be purchased exclusively by JSH Family Foundation.
The closing of the transaction and the conclusion of the promised share purchase agreements are conditional on: obtaining the approval of the antitrust authorities in Poland and Serbia for the transaction and the ultimate acquisition of control of Sescom Group by the buyer; the payment of an advance of PLN 8,450,859.23 by the buyer to JSH Family Foundation to finance the squeeze-out; and the completion of the squeeze-out.
Following the transaction, Sescom Group will focus on developing its business in its core area, i.e. facility management. Sescom further reported that, following a review of strategic options and as a result of negotiations with the buyer, it had decided to separate the hydrogen business segment from the Sescom Group’s structures and, as part of the closing activities of the transaction, agreements will be concluded for the sale of the shares the company holds in the companies active in the hydrogen business, i.e. the company will sell all the shares it holds in: Nepthyne S.A., Bankilo PSA and the shares in SES Hydrogen Energy sp. z o.o. to its subsidiary, SES Hydrogen SA. The company will then sell all of its shares in SES Hydrogen S.A. to the JSH Foundation, ALFA, Slawomir Kądziela Media Venture Capital FIZAN, Magdalena Budnik and Jakub Wrzesień. The total value of the sale of shares in SES Hydrogen S.A. after the prior acquisition by SES Hydrogen S.A. of shares in the companies mentioned above will amount to PLN 7,706,550.
Enterprise Investors is one of the largest private equity firms in Central and Eastern Europe. It has been active since 1990 and has established ten funds. These funds have invested or committed to invest a total of €2.3 billion in 156 companies and have completed investments in 139 companies.
Sescom Capital Group specialises in the management and provision of facility management services to network clients (HVAC equipment maintenance services, IT infrastructure maintenance and refrigeration, electrical and building services). The company moved its listing to the main market of the WSE in 2018.
Source: ISBnews
