Wirtualna Polska Holding SA has entered into an agreement with its major shareholders regarding the announcement of a tender offer to buy back all remaining shares in the company. The offer will be voluntary and the agreement does not provide for the delisting of the company. The offer price has been set at PLN 59 per share but the final price will be disclosed in the tender offer document.
The company, together with its founders: Jacek Świderski, Michał Brański and Krzysztof Sierota, as well as their subsidiaries: Orfe, 10X and Albemuth, plans to announce a voluntary tender offer to buy back all remaining shares in Wirtualna Polska Holding. The company’s significant participation in the tender offer will be possible due to an increase in its dividend capacity following a change in accounting policy.
The tender offer is in particular a means of conducting a share buyback on a larger scale. This follows from the applicable capital market regulations, which in the case of Wirtualna Polska Holding restrict the ability to acquire own shares directly without a prior tender offer. This restriction results from the transitional provisions introduced in 2022, which are applicable to shareholders holding more than 50% but less than 66% of voting rights; any increase in voting interest above the level held on 30 May 2022 triggers the obligation to announce a mandatory tender offer.
A voluntary tender offer is the only transparent available method prescribed by applicable regulations that can resolve this situation, while at the same time allowing all interested shareholders the opportunity to exit their investment.
"The Management Board will comment on the price to be offered in the tender offer following the procedure prescribed by the applicable regulations. However in our view the current market valuation may not fully reflect the company's value and its prospects. A share buyback is a means of making effective use of available funds and acting in the interests of both the company and its shareholders. We believe in the long-term potential of Wirtualna Polska and its continued development as a listed company. At the same time, the tender offer gives investors a choice: they may sell their shares or remain with us for the next stage of our development," said Elżbieta Bujniewicz-Belka, CFO of Wirtualna Polska Holding.
The tender offer is conditional upon, among other things, the adoption of the relevant resolutions by the company’s shareholder meeting. The detailed terms and conditions will be set out in the tender offer document following notification of intent to the Polish Financial Supervision Authority. The final price will be determined in accordance with applicable regulations and will be based on quoted market price levels.