Current Report No. 14/2017 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 shareholders - Orfe S.A with its registered seat in Warsaw, 10x S.A with its registered seat in Warsaw, Albemuth Inwestycje S.A. with its registered seat in Warsaw (collectively referred to as “Shareholders”) and Michał Brański, Krzysztof Sierota and Jacek Świderski (collectively referred to as “Founders”), in relation to the Shareholders’ Cooperation Agreement, concluded on March 18, 2015 between Shareholders and Founders, which is an agreement on joint voting at the general meeting of shareholders and conducting a long-term policy towards the company (“Founders Cooperation Agreement”), within the meaning of article 87 sec. 1 point 5 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (“Act on Public Offreing”), a notification on the change in general number of votes held by the Shareholders and Founders at the General Meeting of the Company as a result of the following events (jointly, the “Transactions”):
- acquisition, on 8 February 2017, (i) 100% of shares in Palaja sp. z o.o. by 10X S.A.; (ii) 100% of shares in Silveira sp. z o.o. by Albemuth Inwestycje S.A.; and (iii) 100% of shares in Liceia sp. z o.o. by Orfe S.A.; and
- contribution, on 8 February 2017, by Innova Noble S.à r.l. with its registered office in the Grand Duchy of Luxembourg, of registered shares having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, i.e. (i) 565,333 registered shares in Wirtualna Polska Holding S.A. (the “Company”), being an in-kind contribution to pay for newly issued shares in the increased share capital of 10X S.A.; (ii) 565,333 registered shares, being an in-kind contribution to pay for newly issued shares in the increased share capital of Albemuth Inwestycje S.A.; and (iii) 565,334 registered shares, being an in-kind contribution to pay for newly issued shares in the increased share capital of Orfe S.A.,
- expiry of pledges established on the registered series A shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting pursuant to the pledge agreement of which the Company notified the public in the current report No. 46/2015 of 9 December 2015,
the shareholding of the Shareholders and that of the Founders in the overall number of votes changed in the manner as described in this notification.
Prior to the consummation of the Transactions, the Founders and the Shareholders were entitled to exercise the voting rights in the following manner:
- Jacek Świderski together with Orfe S.A. were authorised to exercise the voting right attached to 3,419,457 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 2,629,903 shares held by Orfe S.A. and the remaining shares pursuant to a pledge agreement, which was announced to the general public by the Company in current report No. 46/2015 dated 9 December 2015), which constituted 9.17% (11.92% including the pledged shares) interest in the Company’s share capital, representing 6.838.914 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 17.11% in the overall number of votes;
- Krzysztof Sierota together with Albemuth Inwestycje S.A. were authorised to exercise the voting right attached to 3,419,457 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 2,629,903 shares held by Albemuth Inwestycje S.A. and the remaining shares pursuant to a pledge agreement, which was announced to the general public by the Company in current report No. 46/2015 dated 9 December 2015), which constituted 9.17% (11.92% including the pledged shares) interest in the Company’s share capital, representing 6.838.914 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 17.11% in the overall number of votes;
- Michał Brański together with 10X S.A. were authorised to exercise the voting right attached to 3,419,457 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 2,629,903 shares held by 10X S.A. and the remaining shares pursuant to a pledge agreement, which was announced to the general public by the Company in current report No. 46/2015 dated 9 December 2015), which constituted 9.17% (11.92% including the pledged shares) interest in the Company’s share capital, representing 6.838.914 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 17.11% in the overall number of votes;
- Palaja sp. z o.o. (in which the Shareholders were entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) held directly 568,000 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, representing 1.98% of the Company’s share capital; Palaja sp. z o.o. was not entitled to exercise the voting rights attaching to the above-referenced shares, because those shares were subject to the above-mentioned pledge agreement;
- Silveira sp. z o. o. (in which the Shareholders were entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies), held directly 568,000 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, representing 1.98% of the Company’s share capital; Silveira sp. z o.o. was not entitled to exercise the voting rights attaching to the above-referenced shares, because those shares were subject to the above-mentioned pledge agreement;
- Liceia sp. z o.o. (in which the Shareholders were entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) held directly 568,000 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, representing 1.98% of the Company’s share capital; Liceia sp. z o.o. was not entitled to exercise the voting rights attaching to the above-referenced shares, because those shares were subject to the above-mentioned pledge agreement;
- Innova Noble S.à r.l. (in which the Shareholders were entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) held directly 1.696.000 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, representing 5.91% of the Company’s share capital and authorising to exercise 5.16% of votes at the general meeting of the Company (some of the shares held by Innova Noble S.à r.l. were subject to the above-referenced pledge agreements).
In connection with an shareholders agreement concluded on 19 March 2015 by the Founders and Shareholders concerning joint voting at the general meeting of the Company and conducting a long-term policy towards the Company within the meaning of Article 87 section 1(5) of the Act (the “Founders Cooperation Agreement”), the Founders together with Shareholders were jointly entitled to exercise the voting right attached to 11,289,709 series A registered shares, which constituted a 39.7% interest in the Company’s share capital, representing 22,579,418 votes at the general meeting of the Company and constituting 56.50% in the overall number of votes.
Following the consummation of the Transaction, the Founders and Shareholders are entitled to exercise the voting right in the following manner:
- Jacek Świderski is indirectly authorised to exercise voting rights attached to 3,763,237 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 3,195,237 shares held by Orfe S.A. and 568,000 shares held by Liceia sp. z o.o.), which constitutes 13.12% interest in the Company’s share capital, representing 7,526,474 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.83% in the overall number of votes;
- Krzysztof Sierota is indirectly authorised to exercise voting rights attached to 3,763,236 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 3,195,236 shares held by Albemuth Inwestycje S.A. and 568,000 shares held by Silveira sp. z o.o.), which constitutes 13.12% interest in the Company’s share capital, representing 7,526,472 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.83% in the overall number of votes; and
- Michał Brański is indirectly authorised to exercise voting rights attached to 3,763,236 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting (including 3,195,236 shares held by 10X S.A. and 568,000 shares held by Palaja sp. z o.o.), which constitutes 13.12% interest in the Company’s share capital, representing 7,526,472 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.83% in the overall number of votes.
Following the consummation of the Transaction, in connection with the Founders Cooperation Agreement, the Founders together with Shareholders are jointly entitled to exercise the voting right attached to 11,289,709 series A registered shares, which constitute a 39.37% interest in the Company’s share capital, representing 22,579,418 votes at the general meeting of the Company, constituting 56.50% in the overall number of votes (i.e. in total, attached to the same number of shares as prior to the consummation of the Transaction).
The acquisition, on 8 February 2017, of (i) 100% of shares in Palaja sp. z o.o. by 10X S.A.; (ii) 100% of shares in Silveira sp. z o.o. by Albemuth Inwestycje S.A.; and (iii) 100% of shares in Liceia sp. z o.o. by Orfe S.A. was financed with a loan extended to the Shareholders by mBank S.A. It is the intention of the Founders and the Shareholders to repay the loan using the proceeds of the future dividends paid by the Company.
Except for the companies mentioned in this notification, there are no other subsidiaries of the Founders and of the Shareholders to hold shares in the Company.
The Founders and the Shareholders have not concluded any agreement, referred to in Article 87 section 1(3)(c) of the Act, i.e. an agreement to transfer the right to exercise the voting right.
The Founders and the Shareholders do not hold any financial instruments, referred to in Article 69b section 1(1) of the Act, which upon their maturity date unconditionally authorise or require their holder to acquire the shares, which are already issued by the Company, to which the voting rights are attached.
The Founders and the Shareholders do not hold financial instruments, referred to in Article 69b section 1(2) of the Act, which would refer to the shares in the Company, directly or indirectly, and would have the economic effects similar to the effects that the financial instruments have, referred to in the preceding sentence.
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