Current Report No. 4/2017 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 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 European Media Holding S.à r.l., the only shareholder of the Shareholder, on 4 January 2016, 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 to two votes at the general meeting, as non-cash contribution covering the new shares in the increased share capital of the Shareholder, the Shareholder acquired 1,696,000 shares in the Company (the “Transactions”).
As a result of the Transactions, the Shareholder’s interest in the total number of shares in the share capital of the Company increased by 5.91 pp and the Shareholder’s interest in the overall number of votes at the general meeting of shareholders of the Company increased by 5.16 pp and exceeded 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 held no shares in the Company.
After settlement of the Transactions, the Shareholder directly holds 1,696,000 shares in the Company, constituting a stake of 5.91% in the share capital of the Company and entitling it to exercise 5.16% of votes at the general meeting of the Company.
The number of votes which the Shareholder is entitled to exercise is smaller than the number of the shares held as a result of the execution on 6 November 2015 of three registered pledge agreements by and among European Media Holding S.à r.l. as the pledgor and Michał Brański, Krzysztof Sierota and Jacek Świderski as the pledgees (the “Pledge Agreements”), the registration by the competent registry court of the registered pledges on registered shares in the Company held by the Shareholder established under the Pledge Agreements in the register of pledges and the authorisation of each of the pledgees to exercise the voting rights attached to the shares in the Company under Art. 340 § 1 of the Commercial Companies Code.
The Shareholder’s subsidiaries do not hold shares in the Company.
Subject to the Pledge Agreements, the Shareholder has not entered into the 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