Acquisition of company assets

Investor Relations

Placing Boerner Insulation Sp. z o.o. under Compulsory Management - resumption of the Company's operations by decision of Polish government institutions

On July 25, 2023, by decision of the Minister of Development and Technology, pursuant to the Law of April 13, 2022 On Special Solutions to Counteract Supporting Aggression against Ukraine and to Protect National Security, [1] temporary receivership was established in Boerner Insulation Ltd.

It was established for a period of 6 months in order to dispose of Boerner Insulation’s financial resources, funds and economic resources.

Earlier, by decision of the Minister of Internal Affairs and Administration on May 29, 2023, Boerner Insulation was included in the list of entities against which the solutions listed in the aforementioned law are to be justified.[2]

The reason for this was the origin of the company’s largest customers from a Group controlled by two Russian businessmen (the real beneficiaries),[3] who were included in the sanctions lists created after the outbreak of the Russian-Ukrainian war.

The effect of this decision was to freeze all activities of the company, which from then on could not pay, order, sell, produce. Thus, it was removed from business and could not continue to operate in the market.

June 2, 2023. The head of the Internal Security Agency applied to the Minister of Development and Technology for the establishment of temporary receivership over Boerner Insulation.

The measure was deemed necessary to ensure the operation of the business entity due to its importance in the building materials market and to maintain employment.

Compulsory Manager

The compulsory management is represented by a compulsory manager, to whom Mr. Pawel Rajmund Piotrowski has been appointed. He assumed this function on July 25, 2023.

The goal is to sell Boerner Insulation’s assets, and the overriding goal is to protect jobs and ensure business continuity.

Tasks and powers

The tasks of the forced administrator include:

ensuring the continuity of the business of the business entity
managing the enterprise, in particular, making resolutions and decisions on all matters reserved to the jurisdiction of the authorities and bodies of the economic entity
exercising the powers vested in a listed person or entity in respect of which management has been established, in particular, exercising the right from shares belonging to such person or entity
to take measures necessary to prevent the use of funds, funds or economic resources under the management to directly or indirectly promote aggression, violations or other activities – until all funds, funds or economic resources under the management are disposed of.”[4]

In order to carry out the aforementioned tasks, the trustee shall have access to all data and information concerning the economic entity, in particular to information covered by bank secrecy, and shall have the authority to carry out the actions resulting from access to such data and information.

Duties of the forced administrator

At the same time, the trustee shall be obliged to provide the minister in charge of internal affairs and the minister in charge of economic affairs on an ongoing basis with information on actions taken and on any disposal of financial resources, funds or economic resources covered by the trust as part of actions exceeding ordinary management, and to provide, upon their request, detailed explanations in the scope covered by the trust.

[1] https://www.infor.pl/akt-prawny/DZU.2022.105.0000835,ustawa-o-szczegolnych-rozwiazaniach-w-zakresie-przeciwdzialania-wspieraniu-agresji-na-ukraine-oraz-sluzacych-ochronie-bezpieczenstwa-narodowego.html

[2] Ibid

[3] https://www.biznes.gov.pl/pl/portal/00165

[4] Ibid

In accordance with the Decision of the Minister of Development and Technology ref. DNP-VII.491.1.2023 dated 25.07.2023, the following assets of the Company will be disposed of

in order to protect jobs and ensure the continuation of operations:

financial resources, funds and economic resources of Boerner Insulation Sp. z o.o., including:

1. Financial assets and benefits of any kind, including but not limited to:

Cash, checks, money claims, bills of exchange, money orders and other payment instruments;
Deposits made with financial institutions or other entities, account balances, claims and debt obligations;
publicly or privately traded securities and debt securities, including stocks and shares, certificates of securities, bonds, notes, warrants, debentures, derivative contracts;
dividends or other income from assets and values accrued from or generated by assets;
loans, set-off titles, guarantees, performance bonds or other financial obligations;
letters of credit, bills of lading, documents evidencing acquisitions;
documents evidencing participation in funds or financial resources.

2. Tangible and intangible assets, movable and immovable, which are not financial resources referred to above, but can be used to obtain financial resources of goods or services.

Those interested in acquiring assets will report to the Sales & Communications Officer, and after an initial positive sanction and business verification, they will receive a “Process Letter” with a schedule of activities.

Downloads

For those interested in acquiring the company's assets

Anna Golińczak
Proxy for Sales & Communication