Obtaining final information on a number of shares of Asseco Poland S.A. being a subject of sale offers submitted by the shareholders of Asseco Poland S.A. in response to an invitation announced by Cyfrowy Polsat S.A. and a decision to acquire shares

Date: 
27 Dec 2019

Further to Current Report No. 38/2019 dated 18 December 2019 of Cyfrowy Polsat S.A. (the “Issuer”), in which the Issuer announced an invitation to submit offers to sell shares of Asseco Poland S.A. (“Asseco”) (the “Invitation”), and to Current Report No. 40/2019 dated 24 December 2019 of the Issuer on obtaining by the Management Board of the Issuer of preliminary information on a number of shares of Asseco being a subject of sale offers submitted by the shareholders of Asseco in response to the Invitation, the Management Board of the Issuer hereby informs that on 27 December 2019 it obtained from Trigon Dom Maklerski S.A., acting as an intermediary in implementing the Invitation, a final information that in response to the Invitation shareholders of Asseco submitted offers to sell 18,178,386 shares of Asseco.

On 27 December 2019 the Issuer decided to acquire under the Invitation in aggregate 18,178,386 Asseco shares, representing 21.90% of the Asseco share capital and carrying the right to exercise 21.90% of the total number of votes at the General Meeting of Asseco (the “Purchase Shares”), of which 17,994,259 Asseco shares representing 21.68% of the Asseco share capital and carrying the right to exercise 21.68% of the total number of votes at the General Meeting of Asseco will be acquired directly by the Issuer, whereas 184,127 Asseco shares, representing 0.22% of the Asseco share capital and carrying the right to exercise 0.22% of the total number of votes at the General Meeting of Asseco will be acquired by Reddev Investments Limited (“Reddev”), an entity controlled by Mr. Zygmunt Solorz.

In order to enable Reddev to acquire 184,127 Asseco shares under the Invitation, on 27 December 2019 the Issuer concluded with Reddev an agreement on the joint acquisition of the Asseco shares under the Invitation and on the exercising by Reddev of the right to vote from the Asseco shares acquired under the Invitation in a manner in compliance with instructions of the Issuer (the “Agreement”). Under the Agreement, Reddev will be obliged to resell to the Issuer the above Asseco shares within 10 business days from the day of the delivery to Reddev of a request to resell such shares to the Issuer for the price for which Reddev acquired shares under the Invitation. Reddev shall also receive an additional remuneration for the period between the settlement date on which Reddev acquired Asseco shares and the date on which the shares acquired by Reddev under the Invitation will be resold to the Issuer (the “Interim Period”) in an amount equivalent to the average weighted cost of financing of the Issuer’s capital group provided by financial institutions, prorated to the specific portion of the price to be paid by Reddev for shares under the Invitation for each day of the Interim Period. The Agreement comprises an agreement referred to in Article 87 Section 1 Item 5 of the Act of 29 July 2005 on public offering and the conditions of introducing financial instruments to organized trading and on public companies.

The transfer of ownership of the Purchase Shares will be settled through the depositary and settlement system operated by Krajowy Depozyt Papierów Wartościowych S.A. and is planned to occur on 30 December 2019.

Attached files: 
CR no. 41/2019 117.31 KB
Category: 
Report Number: 
41/2019
Last updated 12/27/2019