Current Report No. 35/2016 dated 5 December 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 December 5th, 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 the settlement of the block transactions concluded on 1 December 2016 by way of the accelerated book-building process, where 7,469,177 shares of Wirtualna Polska Holding S.A. (the “Company”) (the “Transactions”) were sold. The Transactions were settled on 5 December 2016.
As a result of the Transactions, the Shareholder’s interest in the total number of shares in the share capital of the Company dropped by 26.04 p.p. and the Shareholder’s interest in the total number of votes at the general meeting of shareholders of the Company fell by 18.69 p.p. and decreased below the threshold of 10% of the total number of votes at the general meeting of shareholders of the Company.
Before the settlement of the Transactions, the Shareholder directly held 10,869,177 shares in the Company, representing a 37.90% interest in the share capital of the Company and entitling it to 9,531,853 votes at the general meeting of shareholders of the Company, constituting 23.85% of the total number of votes.
After settlement of the Transactions, the Shareholder directly holds 3,400,000 shares in the Company, constituting an 11.86% interest in the share capital of the Company and entitling it to 2,062,676 votes at the general meeting of shareholders of the Company, representing 5.16% of the total number of votes.
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 the Shareholder as the pledger 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 pledge register 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 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.
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