Current Report No. 31/2016 of 30 November 2016.
Information relating to the launching by European Media Holding S.à r.l. and Jarosław Mikos of the sale of ordinary shares representing up to 27.18% of the share capital of the Company by way of an accelerated bookbuilding process and the execution by the shareholders of the Company of an investment agreement regarding the acquisition of preferred shares in the Company
Legal basis: Article 17 sec. 1 of MAR
Contents of report:
The Management Board of Wirtualna Polska Holding S.A. (the “Company”) hereby announces that today it became aware of the publication by its shareholder, European Media Holding S.à r.l. (“EMH”), of an announcement on the launching by EMH and Jarosław Mikos of a transaction involving the sale of ordinary shares representing up to 27.18% of the Company's share capital by way of an accelerated bookbuilding.
The contents of the announcement referred to in the preceding sentence are presented below, however, in order to avoid repetitive content, the announcement omits information concerning the investment agreement concerning the ABB, which is reported in a version of the announcement published by EMH and which the Company discloses, in the same scope, in the next two paragraphs of this current report.
Moreover, the Company announces that on 30 November 2016, Michał Brański, Krzysztof Sierota and Jacek Świderski, who are members of the Management Board of the Company (the “Founders”), and the companies controlled by the Founders, i.e. 10X S.A., Albemuth Inwestycje S.A. and Orfe S.A. (the “Founders’ Companies”), concluded an investment agreement with EMH concerning the ABB (the “ABB Investment Agreement”) whereby the Founders and the Founders’ Companies agreed to indirectly acquire series A shares (preferred in terms of voting rights in such a way that each series A share entitles the holder thereof to two votes) from EMH for the sum of PLN 85.2 million at the price equal to the price per one share in the Company obtained by EMH under the ABB. The above-mentioned Shares, together with the series A preferred shares which the Founders’ Companies will obtain from EMH as the bonus to which the Founders are entitled pursuant to the investment agreement concluded between EMH and the Founders and the Founders’ Companies on 23 October 2013 (as disclosed by the Company in the prospectus) (the “Bonus”) will amount to 3,400,000 preferred series A shares. EMH and the Founders intend that, after the completion of the ABB and the grant of the above-mentioned bonus, EMH will no longer hold any shares in the Company.
Pursuant to the Investment Agreement concerning the ABB, the indirect acquisition of the series A preferred shares by the Founders depends specifically on the satisfaction of the following conditions: (i) the sale of at least 90% of the ordinary shares in the Company owned by EMH by way of the ABB; (ii) the conclusion of a credit facility agreement with mBank S.A. under which the Founders’ Companies would obtain financing for the acquisition of the series A preferred shares and the payment of the financing granted under the credit facility agreement; and (iii) the settlement of the Bonus in a manner agreed between the parties to the ABB Investment Agreement. As of the date of publication of this report, the Founders and the Founders’ Companies agreed the credit facility agreement with mBank S.A. and undertook in the ABB Investment Agreement to take any and all legal and other actions necessary to execute the credit facility agreement with mBank S.A. and utilise the funds granted under the credit facility agreement.
The contents of EMH’s announcement:
“NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
European Media Holding S.à r.l. (“EMH”) announces that today EMH and Jarosław Mikos approved the launch of the sale of the shares in Wirtualna Polska Holding S.A. (the “Company”) by way of an accelerated bookbuilding (the “ABB”). The ABB covers up to 7,793,229 ordinary shares (the “Shares”) in representing up to 27.18% of the Company’s share capital and authorising the holders thereof to exercise up to 19.51% of the votes at the general meeting of the shareholders of the Company, including up to 7,469,177 Shares offered by EMH and up to 324,052 Shares offered by Jarosław Mikos. The ABB is addressed to certain eligible institutional investors only, with the final terms to be determined through an accelerated bookbuilding process.
The books for the ABB will open with immediate effect and may be closed at any time. Information on pricing and the allocation of the shares is expected to be announced immediately following the closing of the books. EMH reserves the right to change the terms or timing of the ABB at any time.
In the context of the ABB, EMH has agreed to a 180-day lockup period with respect to its remaining ordinary shares in the Company.
In addition, in connection with the ABB, Michał Brański, Krzysztof Sierota and Jacek Świderski (the “Founders”), as well as the companies controlled by the Founders, i.e. 10X S.A., Albemuth Inwestycje S.A. and Orfe S.A. (the “Founders’ Companies”), agreed to comply with a 180-day lockup period with respect to the remaining ordinary shares in the Company held thereby and to exercise all the votes attached to the shares held thereby at the general meeting of the Company against any resolution concerning the issuance by the Company of new shares or any other securities convertible into new shares in the Company except for the issuance by the Company of any new shares including the pre-emptive rights of all the shareholders of the Company, provided that the Founders or their related parties intend to participate in such issuance by subscribing for the shares in exercise of their pre-emptive rights.
Pekao Investment Banking S.A., UniCredit Bank AG, London Branch and IPOPEMA Securities S.A. act as the Global Coordinators, while mBank S.A. acts as a Joint Bookrunner.
This communication is not an offer for the sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). EMH does not intend to register any portion of the ABB in the United States and does not intend to conduct a public offering of securities in the United States.
This communication in the United States is intended only for QIBs and by accepting delivery of this communication in the United States, you confirm that you are a QIB. The securities referred to herein may only be sold pursuant to Regulation S of the Securities Act and in the US, pursuant to an exemption from the Securities Act, strictly only to a limited number of QIBs (as defined in Rule 144A under the Securities Act) and in certain other countries, only to authorised professional institutional investors. The securities are “restricted securities" as defined in Rule 144A under the Securities Act and any allocation will only be made on the basis of the purchaser executing an investor representation letter.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada or Japan.
The publication of this information does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (the “Act on Public Offering”), and does not constitute a promotional campaign within the meaning of Article 53 of the Act on Public Offering.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions, and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restrictions and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate the securities laws of any such jurisdiction.
The ABB is only addressed to and directed at persons in Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom, this communication is being distributed to, and is directed only at, qualified investors who: (i) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order; and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as “relevant persons”).
Any investment or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A., or mBank S.A. and has not been independently verified thereby.
Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A. and mBank S.A. are acting for EMH and no one else in connection with the offering and will not be responsible to anyone other than EMH for providing advice or the protections afforded to clients in relation to any transaction or any matters referred to in this communication.
Each of Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A., and mBank S.A., and any of their respective related parties, may participate in the offering on a proprietary basis.
Pekao Investment Banking S.A. with its registered office in Warsaw at Zwirki i Wigury 31, 02-091 Warsaw, is a brokerage house supervised by the Polish Financial Supervision Authority and, to a limited extent, by other supervision authorities of the European Union. Information about Pekao Investment Banking S.A. and such supervision authorities is available at www.pekaoib.pl.”
This communication constitutes the fulfilment of disclosure obligations to which the Company is subject as a public company with shares listed on a regulated market in Poland and it does not constitute an offer for the sale or an invitation to submit a purchase offer for any securities in the United States of America, nor in any other jurisdiction, and it is not a promotional activities within the meaning of Article 53 of the Act on Public Offerings, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies dated 29 July 2005, as amended.
Legal basis: Article 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
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