With reference to current reports No. 22/2017, 23/2017 and 24/2017 of 4 December 2017, acting pursuant to Article 17 Section 1 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 (“MAR”) Cyfrowy Polsat S.A. (the “Company”) hereby announces that as of 4 December 2017 all conditions precedent reserved in the preliminary agreements to sell shares of Netia S.A. (“Netia”) – reported by the Company in its current reports No. 23/2017 and 24/2017 of 4 December 2017 – have been satisfied.
With the conditions precedent satisfied, the Company placed two purchase orders for shares of Netia: an order to purchase 63,407,500 (say: sixty three million four hundred and seven thousand five hundred) shares of Netia from Mennica Polska S.A. and an order to purchase 47,294,941 (say: forty seven million two hundred ninety four thousand nine hundred forty one) shares of Netia from the closed-end investment fund FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (the “Significant Shareholders”), consisting in aggregate a block of shares representing 33% of the total number of votes at the General Meeting of Netia less one (1) share (assuming that Netia redeems its treasury shares); the purchase price for the shares in each of the orders is PLN 5.77 PLN (say: five zloty 77/100) per one (1) share of Netia (the “Purchase Price”), which is in aggregate PLN 638,753,084.57 (say: six hundred thirty eight million seven hundred fifty three thousand eighty four zloty 57/100) for all purchased shares of Netia (the “Purchase Orders”).
To the Company’s best knowledge, each of the Significant Shareholders placed corresponding selling orders in favor of the Company, respectively for 63,407,500 (say: sixty three million four hundred and seven thousand five hundred) and 47,294,941 (say: forty seven million two hundred ninety four thousand nine hundred forty one) shares of Netia (the “Selling Orders”).
The Purchase Orders and Selling Orders were placed off-session, in a block transaction on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartosciowych w Warszawie S.A.) through a brokerage house.
In accordance with the Rules of the Warsaw Stock Exchange and the Rules of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.), the Company expects the Purchase Orders and Selling Orders to be settled on or around 5 December 2017, at 11:00 hours.
The acquisition of the Netia shares is part of a protracted process in which the Company aims to acquire a block of Netia shares representing no more than 66% of the total number of votes at the General Meeting Netia, as disclosed by the Company in its current report No. 23/2017 of 4 December 2017.