Current Report no. 1/2017 dated on 5th of January 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. January 5th, 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 in relation to of Shareholder making in-kind contributions on 4 January 2017 in the form of 3,400,000 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, in order to cover new shares in the increased share capitals of the Shareholder’s subsidiaries (i.e. companies in which the Shareholder holds 100% shares in the share capital and votes at the shareholders meeting): Palaja sp. z o.o., Silveira sp. z o. o., Liceia sp. z o.o. and Innova Noble S.à r.l., the Shareholder 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 shareholders 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 shareholders of the Company;
- the Shareholder’s indirect interest in the total number of shares in the share capital of the Company and in the total number of votes at the general meeting of shareholders of the Company remained unchanged and stands at 11.86% (interest in the share capital of the Company) and 5.16 (interest in the total number of votes at the general meeting of shareholders of the Company).
Before the settlement of the Transactions, the Shareholder directly held 3,400,000 shares in the Company representing an 11.86% interest in the share capital of the Company, entitling the Shareholder to exercise 2,062,676 votes at the general meeting of shareholders of the Company, and constituting 5.16% of the total number of votes. The number of votes which the Shareholder was entitled to exercise was smaller than the number of the shares held as a result of the execution, on 6 November 2015, of three registered pledge agreements by and among the Shareholder as the pledger and Michał Brański, Krzysztof Sierota and Jacek Świderski as the pledgees (the “Pledge Agreements”), the registration by the competent registry court of the registered pledges on registered shares in the Company held by the Shareholder established under the Pledge Agreements in the pledge register and the authorisation of each of the pledgees to exercise the voting rights attached to the shares in the Company under Art. 340 § 1 of the Commercial Companies Code.
After the settlement of the Transactions:
- the Shareholder no longer directly holds any shares in the Company;
- the Shareholder continues to indirectly hold 3,400,000 shares in the Company, which constitute an 11.86% interest in the share capital of the Company, entitle it to exercise 2,062,676 votes at the general meeting of shareholders of the Company, and represent 5.16% of the total number of votes.
The Shareholder holds shares through the following subsidiaries (i.e. companies in which the Shareholder holds 100% shares in the share capital and votes at the shareholders meeting):
- Palaja sp. z o.o., directly holds 568,000 shares in the Company representing a 1.98% interest in the share capital of the Company; Palaja sp. z o.o. is not entitled to exercise the voting rights attached to these shares, as these voting rights are subject to the Pledge Agreement;
- Silveira sp. z o. o., directly holds 568,000 shares in the Company representing a 1.98% interest in the share capital of the Company; Silveira sp. z o.o. is not entitled to exercise the voting rights attached to these shares, as these voting rights are subject to the Pledge Agreement;
- Liceia sp. z o.o., directly holds 568,000 shares in the Company representing a 1.98% interest in the share capital of the Company; Liceia sp. z o.o. is not entitled to exercise the voting rights attached to these shares, as these voting rights are subject to the Pledge Agreement;
- Innova Noble S.à r.l., directly holds 1,696,000 shares in the Company representing a 5.91% interest in the share capital of the Company and entitling such subsidiary to exercise 5.16% of the votes at the general meeting of shareholders of the Company (some of the shares held by Innova Noble S.à r.l. is subject to the Pledge Agreement).
No other subsidiaries of the Shareholder hold any shares in the Company.
Subject to the Pledge Agreements, the Shareholder has not entered into the agreement referred to in Art. 87 (1) (3) (c) of the Act, i.e. an agreement on the transfer of the entitlement to exercise 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