Current Report No. 12/2017 dated 9 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 on February 9th, 2017 the Management Board obtained from a shareholder - Innova Noble S.à r.l. with its registered office in the Grand Duchy of Luxembourg, at the following address: 5 rue Guillaume Kroll, L-1882 Luxembourg, the Grand Duchy of Luxembourg (the “Shareholder”) a notification, that as a result of contribution by the Shareholder, on 8 February 2017, of 1,696,000 registered shares in Wirtualna Polska Holding S.A. (the “Company”) which are preferred in terms of voting rights in such a way that one share authorises its holder to exercise two votes at the general meeting, as non-cash contributions covering 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, the Shareholder disposed of 1,696,000 shares in the Company (the “Transaction”).
As a result of the Transaction, the Shareholder’s interest in the total number of shares in the share capital of the Company fell by 5.91 pp and the Shareholder’s interest in the overall number of votes at the general meeting of shareholders of the Company fell by 5.16 pp thus decreasing below the threshold of 5% of the total number of votes at the general meeting of the Company.
Prior to the execution of the Transaction, the Shareholder directly held 1,696,000 shares in the Company, constituting an interest of 5.91% of the share capital of the Company and entitling it to exercise 5.16% of votes at the general meeting of the Company.
After the execution of the Transaction, 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 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 any 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