Current Report no. 10/2017 dated on 9th of February 2017
Significant block of shares/ change in share ownership
Legal basis: Article 70 sec.1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that today, i.e. February 9th, 2017, the Management Board obtained from a shareholder - European Media Holding S.à r.l. with its registered seat in Luxembourg (Shareholder”) - the notice about a change in total number of shares in the share capital of the Company and about changes in total number of votes in general meeting of shareholders of the Company as a result of
- transfer, on 8 February 2017, by the Shareholder of all the shares in the following subsidiaries of the Shareholder (i.e. the companies in which the Shareholder held 100% of shares in the share capital and votes at the meeting of shareholders), i.e. Palaja sp. z o.o., Silveira sp. z o. o. and Liceia sp. z o.o., which jointly held 1,704,000 registered shares in Wirtualna Polska Holding S.A. (the “Company”) which are preferred shares in terms of voting rights in that each share carries the right to exercise two votes at the general meeting; and
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- contribution by a Shareholder subsidiary (i.e. a company in which the Shareholder holds 100% of shares in the share capital and votes at the general meeting) – Innova Noble S.à r.l. with its registered office in the Grand Duchy of Luxembourg – 1,696,000 registered shares in the Company which are preferred shares in terms of voting rights in that each share carries the right to exercise two votes at the general meeting, as contributions in-kind to cover the new shares in the increased share capital of the following companies: (i) Orfe S.A. with its registered seat in Warsaw at ul. Solec 81B, lok. A-51, 00-482 Warsaw, (ii) Albemuth Inwestycje S.A. with its registered seat in Warsaw at ul. Solec 81B, lok. A-51, 00-482 Warsaw; and (iii) 10X S.A. with its registered seat in Warsaw at ul. Solec 81B, lok. A-51, 00-482 Warsaw
- thereby the Shareholder directly sold 3,400,000 shares in the Company (the “Transactions”).
As a result of the Transactions, the Shareholder’s direct interest in the total number of shares in the share capital of the Company decreased by 11.86 pp, and the Shareholder’s interest in the total number of votes at the general meeting of the Company fell by 5.16 pp and decreased below the threshold of 5% of the total number of votes at the general meeting of the Company.
Before the settlement of the Transactions:
- the Shareholder held directly no more shares in the Company;
- the Shareholder indirectly held 3,400,000 shares in the Company constituting 11.86% of the share in the share capital of the Company and authorising to exercise 2,062,676 votes at the general meeting of the Company, constituting 5.16% of the overall number of votes.
After the execution of the Transactions, the Shareholder does not directly hold any shares in the Company.
The Shareholder’s subsidiaries do not hold shares in the Company.
As at the date of this notification, the Shareholder is not a party to an agreement referred to in Art. 87 (1) (3) (c) of the Act, i.e. the agreement on the transfer of the entitlement to exercise the voting rights.
The Shareholder does not hold financial instruments which, after the expiry of the maturity date, unconditionally entitle or oblige the holder thereof to acquire the shares to which voting rights are attached, already issued by the Company, as referred to in Art. 69b (1) (1) of the Act.
The Shareholder does not hold any financial instruments which refer to the shares in the Company directly or indirectly and have an economic impact similar to the one triggered by the financial instruments specified in the preceding sentence, as referred to in Art. 69b (1) (2) of the Act.
Signatures of the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer