Current Report No. 32/2016 of 1 December 2016.
Information on the determination by European Media Holding S.à r.l. and Jarosław Mikos of the sale price and the number of shares to be sold in a transaction involving the sale of shares in the Company by way of an accelerated bookbuilding process
Legal basis: Article 17 sec. 1 MAR
The Management Board of Wirtualna Polska Holding S.A. (the “Company”) hereby announces that today it became aware of the determination by EMH and Jarosław Mikos of the sale price and the number of shares to be sold in a transaction involving the sale of shares in the Company's share capital by way of an accelerated bookbuilding:
“NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
Further to the press release published yesterday, European Media Holding S.à r.l. (“EMH”) announces that the bookbuilding process was completed and that the purchase price was determined at PLN 50.0 per one share in Wirtualna Polska Holding S.A. (the “Company”), while the number of sale shares in the Company was set at 7,793,229. The sale shares constitute 27.18% of the Company’s share capital and authorise 19.51% of votes at the Company’s general meeting.
This communication is not an offer for the sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). EMH does not intend to register any portion of the ABB in the United States and does not intend to conduct a public offering of securities in the United States.
This communication in the United States is intended only for QIBs and by accepting delivery of this communication in the United States, you confirm that you are a QIB. The securities referred to herein may only be sold pursuant to Regulation S of the Securities Act and in the US, pursuant to an exemption from the Securities Act, strictly only to a limited number of QIBs (as defined in Rule 144A under the Securities Act) and in certain other countries, only to authorised professional institutional investors. The securities are “restricted securities" as defined in Rule 144A under the Securities Act and any allocation will only be made on the basis of the purchaser executing an investor representation letter.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada or Japan.
The publication of this information does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (the “Act on Public Offering”), and does not constitute a promotional campaign within the meaning of Article 53 of the Act on Public Offering.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions, and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restrictions and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate the securities laws of any such jurisdiction.
The ABB is only addressed to and directed at persons in Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom, this communication is being distributed to, and is directed only at, qualified investors who: (i) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order; and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as “relevant persons”).
Any investment or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Pekao Investment Banking S.A., UniCredit Bank AG, London Branch and IPOPEMA Securities S.A., or mBank S.A. and has not been independently verified thereby.
Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A. and mBank S.A. are acting for EMH and no one else in connection with the offering and will not be responsible to anyone other than EMH for providing advice or the protections afforded to clients in relation to any transaction or any matters referred to in this communication.
Each of Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A., and mBank S.A., and any of their respective related parties, may participate in the offering on a proprietary basis.
Pekao Investment Banking S.A. with its registered office in Warsaw at Żwirki i Wigury 31, 02-091 Warsaw, is a brokerage house supervised by the Polish Financial Supervision Authority and, to a limited extent, by other supervision authorities of the European Union. Information about Pekao Investment Banking S.A. and such supervision authorities is available at www.pekaoib.pl.”
This communication constitutes the fulfilment of disclosure obligations to which the Company is subject as a public company with shares listed on a regulated market in Poland and it does not constitute an offer for the sale or an invitation to submit a purchase offer for any securities in the United States of America, nor in any other jurisdiction, and it is not a promotional activities within the meaning of Article 53 of the Act on Public Offerings, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies dated 29 July 2005, as amended.
Legal basis: Article 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
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