Current Report No. 12/2015 dated 19 May 2015
Significant blocks of shares / change in ownership
Legal basis: Article 70.1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. (the “Company”) hereby announces that on this day, i.e. on 19 May 2015, the Company received a notification from three of its shareholders, namely from Orfe S.A. with its registered office in Warsaw, 10x S.A. with its registered office in Warsaw and Albemuth Inwestycje S.A. with its registered office in Warsaw (jointly, the “Founding Companies”) and from Michał Brański, Krzysztof Sierota and Jacek Świderski (jointly, the “Founders”), on the change in the aggregate share of the Founding Companies in the total number of shares in the Company’s share capital and in the total number of votes at the general meeting of the shareholders of the Company.
The notification was made jointly by all the Founding Companies and the Founders due to the shareholder agreement entered on 19 March 2015 by and among the Founding Companies and the Founders, which provides that the parties shall vote in concert and implement a consistent policy in respect of the Company within the meaning of Article 87.1.5 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2009, No. 185, Item 1439, as amended) (the “Act on Offering”) (the “Founders’ Agreement”).
The reduction took place on 13 May 2015 following the registration in the Register of Business Entities of the National Court Register of the increase of the Company’s share capital.
Following the registration of the Company’s share capital increase, the aggregate share of the Founding Companies in the total number of shares in the share capital of the Company fell by 3.74 p.p., and the aggregate share of the Founding Companies in the overall number of votes at the general meeting of the shareholders of the Company fell by 3.48 p.p.
The share in the total number of shares in the share capital of the Company fell by 1.25 p.p. for each of the Founding Companies, and the share in the overall number of votes at the general meeting of the shareholders of the Company fell by 1.16 p.p. for each of the Founding Companies.
Prior to the registration of the Company’s share capital increase, the Founding Companies directly held the following number of shares of the following types: a total of 7,889,709 series A registered shares preferred in such way that each share entitles its holder to exercise two votes, which together constitute 31.67% of the share capital of the Company and authorise their holders to exercise 15,779,418 votes at the general meeting of the shareholders of the Company, i.e. 42.30% of the overall number of votes.
Prior to the registration of the Company’s share capital increase:
1) Orfe S.A. directly held 2,629,903 shares, which corresponded to a 10.56% share of Orfe S.A. in the share capital of the Company and authorised Orfe S.A. to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 14.10% of the overall number of votes;
2) 10x S.A. directly held 2,629,903 shares, which corresponded to a 10.56% share of 10x S.A. in the share capital of the Company and authorised 10x S.A. to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 14.10% of the overall number of votes;
3) Albemuth Inwestycje S.A. directly held 2,629,903 shares, which corresponded to a 10.56% share of Albemuth Inwestycje S.A. in the share capital of the Company and authorised Albemuth Inwestycje S.A. to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 14.10% of the overall number of votes.
After the registration of the Company’s share capital increase, the Founding Companies hold the following number of shares of the following types: a total of 7,889,709 series A registered shares preferred in such way that each share entitles its holder to exercise two votes, which together constitute 27.93% of the share capital of the Company and authorise their holders to exercise 15,779,418 votes at the general meeting of the shareholders of the Company, i.e. 38.82% of the overall number of votes in the Company.
After the registration of the Company’s share capital increase:
1) Orfe S.A. holds 2,629,903 shares, which correspond to a 9.31% share of Orfe S.A. in the share capital of the Company and authorise Orfe S.A.to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 12.94% of the overall number of votes;
2) 10x S.A. holds 2,629,903 shares, which correspond to a 9.31% share of 10x S.A. in the share capital of the Company and authorise 10x S.A. to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 12.94% of the overall number of votes;
3) Albemuth Inwestycje S.A. holds 2,629,903 shares, which correspond to a 9.31% share of Albemuth Inwestycje S.A. in the share capital of the Company and authorize Albemuth Inwestycje S.A. to exercise 5,259,806 votes at the general meeting of the shareholders of the Company, i.e. 12.94% of the overall number of votes.
The Founders do not hold any shares in the Company.
The subsidiaries of the Founding Companies do not hold any shares in the Company.
None of the Founding Companies has entered into any agreement that would convey the voting rights as referred to in Article 87.1.3.c of the Act.
Signatures of the representatives of the Company:
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO