Current Report No. 38/2015 dated 9 November 2015
Significant block of shares/transfer of voting rights in relation to concluding a registered pledge agreement
Legal basis: Article 70 sec. 1 of the Act on Offering – acquisition or disposal of a significant block of shares
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that on 9th November, 2015, pursuant to article 69 sec. 1 item 1 in conjunction to article 69a sec.3, article 87 sec. 1 point 5, article 87 sec. 5 point 1 and article 87 sec. 5 point 3 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws, 2013, item 1382 as amended) (Act on offering), the Company obtained a notification from their 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 (hereinafter collectively referred to as Founding Companies) and from Michał Brański, Krzysztof Sierota and Jacek Świderski (hereinafter collectively referred to as Founders), that in relation to three registered pledge agreements concluded on 6 November 2015 between European Media Holding S.à r.l. as an pleger and each of the Founders as a pledgees (Pledge Agreements) and in relation to placing in the Pledge Agreements the right of pledgees to exercise voting rights attached to the shares of Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code, there was a change in general number of votes held by the Founding Companies and Founders at the General Meeting of the Company (Notification).
Changes in general number of votes held by the Founding Companies and Founders at the General Meeting of the Company, which were described in the Notification are specified below.
The Notification was submitted collectively by all of the Founding Companies and Founders in relation to shareholders’ cooperation agreement concluded on 19 March 2015 between the Founding Companies and the Founders, which is an agreement on joint voting at the general meeting of shareholders and conducting a long-term policy towards the company, within the meaning of article 87 sec. 1 point 5 of the Act on offering (Founders Cooperation Agreement).
Before concluding the registered Pledge Agreement:
1.Orfe S.A. owned A series registered shares in the amount of 2.629.903, which gave Orfe S.A. 9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitutes 12,94% of all votes)
2.Albemuth Inwestycje S.A. owned A series registered shares in the amount of 2.629.903, which gave Albemuth Inwestycje S.A. 9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitutes 12,94% of all votes)
3.10x S.A.owned A series registered shares in the amount of 2.629.903, which gave 10x S.A.9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitutes 12,94% of all votes)
The founders were not previously directly entitled to exercise voting rights of any shares of the Company.
In accordance to the Notification, pursuant to article 69a sec. 3 in conjunction to article 87 sec. 5 point 3 of the Act on offering and in relation to placing in Pledge Agreements the right of pledgees to exercise voting rights attached to the shares of Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code, each of the Founders could exercise the voting right of pledged A series registered shares and declare that would exercise those rights, however, not earlier than before the day of expression of the consent by the General Meeting of the Company and the entry of the note about the financial and registered pledge and also authorization for the Founders to exercise voting rights attached to shares in the Company’s register of shares. Once those conditions are fulfilled, the Founders will have the right to exercise voting rights in the manner set out below.
1.Jacek Świderski – right to exercise voting rights attached to 789.554 A series registered shares, which constitute 2,79% of shares in share capital of the Company and right to exercise 1.579.108 votes on the general meeting of shareholders of Company (which constitute 3,89% of all votes);
2.Krzysztof Sierota – right to exercise voting rights attached to 789.554 A series registered shares, which constitute 2,79% of shares in share capital of the Company and right to exercise 1.579.108 votes on the general meeting of shareholders of Company (which constitute 3,89% of all votes);
3.Michał Brański – right to exercise voting rights attached to 789.554 A series registered shares, which constitute 2,79% of shares in share capital of the Company and right to exercise 1.579.108 votes on the general meeting of shareholders of Company (which constitute 3,89% of all votes).
Pursuant to article 26 sec. 1 of the Statute of the Company exercising voting rights by the Founders requires the consent of the General Meeting of the Company and an entry of a note about the financial and registered pledge and authorization to exercise voting rights attached to shares in the Company’s register of shares. The Company will inform in a subsequent current report about the fulfilment of those conditions after obtaining a notification from the Founders.
Pursuant to article 87 sec. 5 point 1 of the Act on offering, including the block of shares of the Company owned by Founding Companies, after fulfilment of conditions mentioned above, the Founders and the Founding Companies will be entitled to exercise voting rights in the manner set out below.
1.Jacek Świderski and Orfe S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by Orfe S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
2.Krzysztof Sierota and Albemuth Inwestycje S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by Albemuth Inwestycje S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
3.Michal Brański and 10x S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by 10x S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
Pursuant to article 87 sec. 1 point 5 of the Act on offering, in conjunction to Founders Cooperation Agreement, after fulfillment of conditions mentioned above, Founders and Founding Companies will be entitled to collectively exercise voting rights attached to 10.258.371 A series registered shares (including 7.889.709 shares owned by Founding Companies, described above), which constitute 36,31% shares in share capital of the Company and right to exercise 20.516.742 votes on the general meeting of shareholders of the Company (which constitute 50,84% of all votes).
Founders and Founding Companies do not exclude increasing the number of votes in general number of votes in Company within 12 months from submitting this Notification.
None of the Founders nor Founding Companies have subsidiaries, which own shares of the Company (except Founding Companies).
None of Founders nor Founding Companies concluded an agreement, referred to in Article 87 sec. 1 point 3 let. c) of the Act on offering, i.e. an agreement which would transfer the voting rights.
Legal basis: Article 70 sec. 1 of the Act on Offering – acquisition or disposal of a significant block of shares
Signatures of the individuals representing the Company:
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Memeber of the Manangement Board/CFO