Current Report No. 3/2017 dated 5 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 on January 5th, 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 contribution made by European Media Holding S.à r.l. with its registered office in the Grand Duchy of Luxembourg, address: 5 rue Guillaume Kroll, L-1882 Luxemburg, the Grand Duchy of Luxembourg (the “EMH”) on 4 January 2017 in the form of 3,400,000 registered shares in Wirtualna Polska Holding S.A., having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting, being in-kind contribution to pay for newly issued shares in the increased share capital of certain subsidiaries of the Founders and of the Shareholders (i.e. in companies in which the Shareholders, pursuant to an agreement with EMH, are entitled to appoint the majority of members of the governing bodies) - Palaja sp. z o.o., Silveira sp. z o. o., Liceia sp. z o.o. and Innova Noble S.à r.l., the Founders and the Shareholders indirectly acquired 3,400,000 shares in the Company (the “Transactions”), and their respective share in the overall number of votes has changed in the manner described below.
Prior to the consummation of the Transaction, the Founders and the Shareholders were entitled to exercise the voting right 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 (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 a 9.17% (or 11.92%, including the pledged shares) interest in the Company’s share capital, representing 6,838,914 votes at the general meeting of the Company 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 (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 a 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 the Company and constituting 17.11% in the overall number of votes; and
- Michał Brański together with 10X S.A. were authorised to exercise the voting right attached to 3,419,457 series A registered shares (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 a 9.17% (or 11.92%, including the pledged shares) interest in the Company’s share capital, representing 6,838,914 votes at the general meeting of the Company and constituting 17.11% in the overall number of votes.
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 10,258,371 series A registered shares (including 7,889,709 shares held by Shareholders and the remaining shares pursuant to the pledge agreements, which were announced to the general public by the Company in current report No. 46/2015 dated 9 December 2015), which constituted a 27.51% (or 35.77%, including the pledged shares) interest in the Company’s share capital, representing 20,516,742 votes at the general meeting of the Company and constituting 51.34% in the overall number of votes.
Following the consummation of the Transaction:
a direct share of the Founders and the Shareholders in the overall number of shares in the Company’s share capital and in the overall number of votes at the general meeting of the Company has remained unchanged;
an indirect joint share of the Founders and the Shareholders in the overall number of shares in the Company’s share capital has increased by 11.86 p.p., and the total indirect share of the Founders and the Shareholders in the overall number of votes at the general meeting of the Company has increased by 5.16 p.p.
Following the consummation of the Transaction, the Founders and Shareholders are entitled to exercise the voting right in the following manner:
- Jacek Świderski together with Orfe S.A. are authorised to exercise the voting right attached to 3,419,457 series A registered shares (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 constitutes a 9.17% (or 11.92%, including the pledged shares) interest in the Company’s share capital, representing 6,838,914 votes at the general meeting of the Company and constituting 17.11% in the overall number of votes;
- Krzysztof Sierota together with Albemuth Inwestycje S.A. are authorised to exercise the voting right attached to 3,419,457 series A registered shares (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 constitutes a 9.17% (or 11.92%, including the pledged shares) interest in the Company’s share capital, representing 6,838,914 votes at the general meeting of the Company and constituting 17.11% in the overall number of votes;
- Michał Brański together with 10X S.A. are authorised to exercise the voting right attached to 3,419,457 series A registered shares (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 constitutes a 9.17% (or 11.92%, including the pledged shares) interest in the Company’s share capital, representing 6,838,914 votes at the general meeting of the Company and constituting 17.11% in the overall number of votes;
- Palaja sp. z o.o. (in which the Shareholders are entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) holds directly 568,000 shares in the Company representing 1.98% of the Company’s share capital; Palaja sp. z o.o. is not entitled to exercise the voting right attached to the aforementioned shares, because they are pledged under the aforementioned pledge agreement;
- Silveira sp. z o. o. (in which the Shareholders are entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies), holds directly 568,000 shares in the Company representing 1.98% of the Company’s share capital; Silveira sp. z o.o. is not entitled to exercise the voting right attached to the aforementioned shares, because they are pledged under the aforementioned pledge agreement;
- Liceia sp. z o.o. (in which the Shareholders are entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) holds directly 568,000 shares in the Company representing 1.98% of the Company’s share capital; Liceia sp. z o.o. is not entitled to exercise the voting right attached to the aforementioned shares, because they are pledged under the aforementioned pledge agreement;
- Innova Noble S.à r.l. (in which the Shareholders are entitled, pursuant to an agreement with EMH, to appoint the majority of members of the governing bodies) holds directly 1,696,000 shares in the Company representing 5.91% of the Company’s share capital and entitling the holder to exercise 5.16% of the total votes at the general meeting of the Company (a portion of the shares held by Innova Noble S.à r.l. is pledged under the aforementioned pledge agreements).
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 constitutes 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.
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.
Subject to the Pledge Agreements, the Founders and the Shareholders have not concluded any agreement, referred to in Article 87 section 1(3)(c) of the Act, i.e. the 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