Current Report No. 44/2017 dated 18 May 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 May 18th, 2017 the Management Board obtained from shareholders - Orfe S.A with its registered seat in Warsaw, 10x S.A with its registered seat in Warsaw, Albemuth Inwestycje S.A. with its registered seat in Warsaw (collectively referred to as “Shareholders”) and Michał Brański, Krzysztof Sierota and Jacek Świderski (collectively referred to as “Founders”), in relation to the Shareholders’ Cooperation Agreement, concluded on March 18, 2015 between Shareholders and Founders, which is an agreement on joint voting at the general meeting of shareholders and conducting a long-term policy towards the company (“Founders Cooperation Agreement”), within the meaning of article 87 sec. 1 point 5 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (“Act on Public Offering”), a notification on the change in general number of votes held by the Shareholders and Founders at the General Meeting of the Company as a result of the following events (jointly, the “Transactions”):
- as a result of registration on May 16, 2017 by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register:
- art. 492 par. 1 point 1 in conjunction with Art. 516 par. 1, par.5 and par. 6 of the Act of 15 September 2000 - Code of Commercial Companies ("KSH") by transferring to Orfe S.A. a joint-stock company with its registered office in Warsaw as the acquirer of all assets of its one-person Liceia sp. z o.o. with its registered office in Warsaw as the acquired company (merger by takeover),
- art. 492 par. 1 point 1 in conjunction with Art. 516 par. 1, par. 5 and par. 6 of the Code of Commercial Companies by transferring to the company 10x S.A. a joint stock company with its registered office in Warsaw as the acquirer of the entire assets of its one-man Palaja sp. z o.o. with its registered office in Warsaw, as the acquired company (merger by takeover),
- as a result of registration on May 18, 2017 by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register:
- art. 492 par. 1 point 1 in conjunction with Art. 516 par. 1, par. 5 and par. 6 of the Code of Commercial Companies by transferring to Albemuth Inwestycje S.A. a joint stock company with its registered office in Warsaw as the acquirer of all assets of its one-man Silveira sp. z o.o. with its registered office in Warsaw as the acquired company (merger by takeover);
the shareholding of the Shareholders and that of the Founders in the overall number of votes changed in the manner as follows:
- the share of Orfe S.A. increased from 3,195,237 A-series registered shares of the Company privileged as to the voting rights in such a way that one share entitles to exercise two voting rights at the General Meeting of the Company, which constituted 11.13% of the share capital of the Company, representing 6,390,474 votes from these shares at the General Meeting of the Company and constituting 15.98% of the total number of votes to 3,763,237 A-series registered shares of the Company privileged to voting, so that one share entitles its holder to two votes at the General Meeting, which constituted 13.11% in the share capital of the Company, representing 7,526,474 votes from these shares at the General Meeting of Shareholders and constituting 18.82% of the total number of votes,
- the share of Albemuth Inwestycje S.A. increased from 3,195,236 A-series registered shares privileged as to the voting rights in such a way that one share entitles to exercise two voting rights at the General Meeting, which constituted 11.13% of the Company's share capital, representing 3,195,236 votes from these shares at the General Meeting of the Company and constituting 15.98% of the total number of votes to 3,763,236 registered series A shares of the Company privileged to voting, so that one share entitles its holder to two votes at the General Meeting, which constituted , representing 13.11% The Company's share capital, representing 7,526,472 votes at the General Meeting of Shareholders and constituting 18.82% of the total number of votes,
- the share of 10X S.A. increased from 3,195,236 Company A registered series A privileged as to the voting rights in such a way that one share entitles to exercise two voting rights at the General Meeting, representing 11.13% of the Company's share capital, representing 6,390,472 votes from these shares. Representing 15.98% in the total number of votes to 3,763,236 A-series registered shares of the Company preferred to voting in such a way that for one share there were two votes at the general meeting, which constituted 13.11% of the share capital, representing 7,526,472 votes from these shares at the General Meeting of the Company and constituting 18.82% of the total number of votes.
Transactions did not affect the indirect participation of the Founders in the total number of votes at the general meeting of the Company, which remained unchanged.
Prior to the consummation of the Transactions, the Founders and the Shareholders were entitled to exercise the voting rights in the following manner:
- Jacek Świderski was indirectly entitled to 3,763,237 A-series registered shares of the Company preferred to voting in such a way that for one share there were two votes at the general meeting (including 3,195,237 shares held by Orfe SA and 568,000 held by Liceia sp. z oo), which constituted 13.11% of the share capital of the Company, representing 7,526,474 votes from these shares at the General Meeting of Shareholders and constituting 18.82% of the total number of votes;
- Krzysztof Sierota was indirectly entitled to 3,763,236 A-series registered shares of the Company preferred to voting in such a way that for one share there were two votes at the general meeting (including 3,195,236 shares held by Albemuth Inwestycje SA and 568,000 Owned by Silveira sp. z oo), which constituted 13.11% of the share capital of the Company, representing 7,526,472 votes from these shares at the General Meeting of Shareholders and constituting 18.82% of the total number of votes;
- Michał Brański was indirectly entitled to 3,763,236 A-series registered shares in the Company of voting privileges, so that one share was entitled to two votes at the general meeting (including 3,195,236 shares held by 10X SA and 568,000 held by Palaja sp. z oo), which constituted 13.11% of the share capital of the Company, representing 7,526,472 votes at the General Meeting of Shareholders and constituting 18.82% of the total number of votes.
In connection with the Founders' and Shareholders' meeting of 19 March 2015, the shareholders' agreement on a consistent vote at the General Meeting of the Company and pursuing a sustainable policy towards the Company within the meaning of art. 87 sec. 1 point 5 of the Act (the "Founder's Cooperation Agreement"), the Founders together with the Shareholders were jointly entitled to exercise voting rights from 11,289,709 registered A shares, representing 39.34% of the Company's share capital representing 22,579,418 votes from these shares At the general meeting of the Company, representing 56.47% of the total number of votes.
Following the consummation of the Transaction, the Founders and Shareholders are entitled to exercise the voting right in the following manner:
- Jacek Świderski through Orfe S.A. is indirectly entitled to exercise voting rights attached to 3,763,237 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general which constitutes 13.11% interest in the Company’s share capital, representing 7,526,474 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.82% in the overall number of votes;
- Krzysztof Sierota through Albemuth Inwestycje S.A. is indirectly entitled to exercise voting rights attached to 3,763,236 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting which constitutes 13.11% interest in the Company’s share capital, representing 7,526,472 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.82% in the overall number of votes; and
- Michał Brański through 10X S.A. is indirectly entitled to exercise voting rights attached to 3,763,236 series A registered shares in the Company having preferential rights as to voting, so that one share entitles its holder to two votes at the general meeting which constitutes 13.11% interest in the Company’s share capital, representing 7,526,472 votes at the general meeting of shareholders of the Company attaching to such shares and constituting 18.82% in the overall number of votes.
Following the consummation of the Transaction, in connection with the Founders Cooperation Agreement, the Founders together with Shareholders are jointly entitled to exercise the voting right attached to 11,289,709 series A registered shares, which constitute a 39.34% interest in the Company’s share capital, representing 22,579,418 votes at the general meeting of the Company, constituting 56.47% in the overall number of votes (i.e. in total, attached to the same number of shares as prior to the consummation of the Transaction).
Except for the companies mentioned in this notification, there are no other subsidiaries of the Founders and of the Shareholders to hold shares in the Company.
The Founders and the Shareholders have not concluded any agreement, referred to in Article 87 section 1(3)(c) of the Act, i.e. an agreement to transfer the right to exercise the voting right.
The Founders and the Shareholders do not hold any financial instruments, referred to in Article 69b section 1(1) of the Act, which upon their maturity date unconditionally authorise or require their holder to acquire the shares, which are already issued by the Company, to which the voting rights are attached.
The Founders and the Shareholders do not hold financial instruments, referred to in Article 69b section 1(2) of the Act, which would refer to the shares in the Company, directly or indirectly, and would have the economic effects similar to the effects that the financial instruments have, referred to in the preceding sentence.
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