Current Report No. 24/2016 dated 18 October 2016
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 October 18th, 2016 the Management Board obtained from a shareholder - European Media Holding S.à r.l. with its registered seat in Luxembourg (“EMH”) - the notice about a change in total number of shares in the share capital of the Company owned by EHM and about changes in total number of votes owned by EHM in general meeting of shareholders of the Company in relation to:
a. conversion of 1,100,000 registered shares of Wirtualna Poland Holding S.A., preferred as to voting rights, held by the Shareholder for ordinary bearer shares on 14 October 2016. ("Conversion"); and
b. admission to the deposit of securities of 388,078 ordinary bearer shares of series D, covered in the exercise of rights from registered subscription warrants of series B of the Company, acquired through private offering, entitling to acquire shares ("New Shares"), and introduction to trading on the regulated market of the Stock Exchange conducted by the Warsaw Stock Exchange ("GPW") on 14 October 2016.
The total number of shares in the share capital of the Company held by Shareholder has decreased by 0.52% and the total number of votes executed by the Shareholder at the general meeting of the Company has decreased by 2.29% and fell below the threshold of 25% of the total number of votes at the general meeting of the Company.
Before Conversion and admission to the deposit of securities and introduction to trading on the regulated market of New Shares the Shareholder had directly owned the amount of 10.869.177 shares of Company, representing 38,47% shares in share capital of Company and has been entitled to exercise 10.631.853 votes on general meeting of shareholders of Company, which represents 26,16% of total number of votes on general meeting of shareholders. The amount of votes to which Shareholder is entitled is less than the amount of shares held by Shareholder as the result of three pledge agreements concluded on November 6, 2015 between EHM as the pledger and Jacek Świderski, Michał Brański and Krzysztof Sierota as the pledgees (“Pledge Agreement”), entered into the Register of Pledges maintained by the registration court on the bearer shares owned by EHM, which was established by Pledge Agreement as well as consent to exercise the voting rights attached to the shares of the Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code by pledgees.
After Conversion and admission to the deposit of securities and introduction to trading on the regulated market of New Shares the Shareholder has directly own the amount of 10.869.177 shares of Company, representing 37,95% shares in share capital of Company and is entitled to exercise 9.531.853 votes on general meeting of shareholders of Company, which represents 23,87% of total number of votes.
Subsidiaries of Shareholder do not hold any shares of the Company.
Subject to the Pledge Agreement, Shareholder did not enter other agreements, referred to in Article 87 sec. 1 item 3 let. c) of the Act on Public Offering, i.e. agreement related to transfer of entitlement to exercise voting right.
Shareholder has no financial instruments which on maturity would unconditionally entitle or undertake the holder to acquire shares to which voting rights are attached, already issued by the Company, referred to in art. 69b sec. 1 item 1 of the Act.
Shareholder has no financial instruments that are related to the Company's shares directly or indirectly, and have economic effects similar to the effects of the financial instruments referred to in the previous sentence, referred to in art. 69b sec. 1 item 1 of the Act.
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.
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