Subject: Disclosure of delayed inside information regarding a decision of the Management Board of Cyfrowy Polsat S.A. to engage in negotiations with Mr. Adam Góral and the Management Board of Asseco Poland S.A. concerning the conditions on which Cyfrowy Polsat S.A. would take actions aimed at expanding the current scope of cooperation among Cyfrowy Polsat S.A., Cyfrowy Polsat S.A. group companies and Asseco Poland S.A. under the scenario that Cyfrowy Polsat S.A. acquires a significant block of Asseco Poland S.A. shares, as well as the conditions on which a shareholders’ agreement regarding Asseco Poland S.A. could potentially be concluded with Mr. Adam Góral and a decision to conduct all necessary analyses in relation to the contemplated acquisition of a significant block of shares of Asseco Poland S.A.
Acting pursuant to Article 17 Section 1 and 4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (the “MAR Regulation”) Cyfrowy Polsat S.A. discloses the following inside information regarding a decision of the Management Board of Cyfrowy Polsat S.A. to engage in negotiations with Mr. Adam Góral and the Management Board of Asseco Poland S.A. (“Asseco”) in order to establish the conditions on which Cyfrowy Polsat S.A. would take actions aimed at expanding the current scope of cooperation among Cyfrowy Polsat S.A., Cyfrowy Polsat S.A. group companies and Asseco under the scenario that Cyfrowy Polsat S.A. acquires a significant block of Asseco shares, as well as the conditions on which a shareholders’ agreement regarding Asseco could potentially be concluded with Mr. Adam Góral and a decision to conduct all necessary analyses in relation to the contemplated acquisition of a significant block of shares of Asseco (“Inside Information”).
The disclosure of the Inside Information to the public has been delayed on 17 December 2019 on the basis of Article 17 Section 4 of the MAR Regulation.
Content of the delayed Inside Information:
“The Management Board of Cyfrowy Polsat S.A. (the “Company,” “Cyfrowy Polsat,” the “Issuer”) informs that on 17 December 2019 it decided to engage in negotiations with Mr. Adam Góral and the Management Board of Asseco Poland S.A. (“Asseco”) in order to establish the conditions on which Cyfrowy Polsat S.A. would take actions aimed at expanding the current scope of cooperation among Cyfrowy Polsat S.A, Cyfrowy Polsat S.A. group companies and Asseco under the scenario that Cyfrowy Polsat S.A. acquires a significant block Asseco shares, as well as the conditions on which a shareholders’ agreement regarding Asseco could potentially be concluded with Mr. Adam Góral and made a decision to conduct all necessary analyses in relation to the contemplated acquisition of a significant block of shares of Asseco.
The objective of the negotiations is, in the first place, to confirm both parties’ intentions to expand the current scope of cooperation between the Company, the Company’s group companies and Asseco under the scenario that the Company acquires a significant block of Asseco shares, to initially define the main areas and basic terms of cooperation of the parties’ cooperation in the future and to identify the formal conditions that will need to be fulfilled in order to achieve the goal assumed by the parties.
The negotiations with Mr. Adam Góral, President of the Management Board of Asseco and its shareholder, are conducted with a view to establishing whether the conclusion of a shareholders’ agreement would also be possible, if the Company acquires a significant block of shares of Asseco.
The Issuer emphasizes that the negotiations are at an early stage and their outcome and the likelihood of their successful completion are uncertain.
The Company will report on further steps undertaken in the process of the negotiations in separate current reports.”
Substantiation of the delay in disclosure of the Inside Information:
The Management Board believes that at the time of making the decision to delay the disclosure of the Inside Information, delaying its disclosure fulfilled all conditions set out in the MAR Regulation and in the guidelines of the European Securities and Markets Authority on the delay in the disclosure of inside information dated 20 October 2016.
A positive outcome of the negotiations and their potential completion depended on the course of the negotiations and other preparations and analyses conducted at the same time with regard to the acquisition of a significant block of shares in Asseco. Also, at the time when the Issuer initiated those actions the outcome of the negotiations and thus the likelihood of their successful completion were unknown. Also unknown were the results of analyses concerning the contemplated acquisition of a block of Asseco shares and the position of Mr. Adam Góral regarding the potential cooperation of Asseco shareholders.
In the opinion of the Management Board of the Issuer, in these circumstances instant disclosure of information on the commencement of the negotiations both with Mr. Adam Góral and with the Management Board of Asseco would involve a risk of undermining legitimate interests of the Issuer and its group by possibly adversely affecting the course and outcome of the negotiations as it would have impaired Issuer’s negotiating position in the protracted negotiations process. Disclosing such information could have frustrated the feasibility of a successful outcome of the negotiations.
More specifically, disclosing information that the Company is interested in acquiring a significant block of Asseco shares might have affected the quotation of Asseco shares even before the Management Board of the Company made a definitive decision to take actions in order to acquire a significant block of Asseco shares. The occurrence of any of these circumstances could have adversely affected the Issuer’s ability to achieve the assumed business and financial goals.
Also, given that the outcome of the negotiations was difficult to predict, the Management Board has decided that disclosing the Inside Information to the public could have misled the investors as to the likelihood of a successful completion of the negotiations, as to the will to acquire a significant block of Asseco shares, and distort the general public’s assessment of this information as well as its effect on the value of the Issuer.
The Management Board of the Company concluded that there were no reasons to believe that delaying the disclosure of the Inside Information could mislead the general public in any manner, especially given that the Company had not made any previous public announcements regarding the matter to which the Inside Information pertains.
In the opinion of the Management Board of the Company, the confidentiality of the Inside Information was ensured by way of implementing internal information circulation and protection procedures on the Company’s group level, which included, among other things, creating a list of persons having access to the Inside Information as required under Article 18 of the MAR Regulation. The list was constantly monitored and updated as necessary.
Considering the legitimate interests of the Issuer and its shareholders and with a view to complying with the legal requirements imposed by the MAR Regulation, the Issuer will disclose an information on a successful outcome of the negotiations and proceeding to the implementation of the actions referred to above in a separate current report, provided that at that time such information shall qualify as inside information.
The Inside Information may also be published earlier, if the Issuer concludes conditional agreements or any other understandings whereby the parties commit to engage in these actions, or should it make a decision to acquire a significant block of Asseco shares.
The delayed Inside Information will not be disclosed to the public if it ceases to qualify as inside information before the deadline for its disclosure, in particular as a result of the Issuer withdrawing from the negotiations.
In accordance with Article 17 Section 4 of the MAR Regulation, the Company will notify the Polish Financial Supervision Authority of the delay in disclosure of the Inside Information together with the reasons thereof immediately upon the publication of this current report.
Legal basis: Article 17 Section 1 and 4 of the 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.
Current Report No.: 37/2019 134.12 KB
