The Management Board of Cyfrowy Polsat S.A. (Company') hereby informs, that on July 19, 2011 it became aware of registration on July 8, 2011 by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division for the National Court Register of changes to the Articles of Association of the Company. The Articles of Association of the Company were amended based on the resolution number 23 of the General Shareholders Meeting of the Company dated May 19, 2011. The Articles of Association of the Company were change as follows:
the wording to date of the Article 8 of the Articles of Association of the Company as follows:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each, including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million, nine hundred seventeen thousand, five hundred and one) registered shares, privileged as to the voting rights in a manner that each of the shares entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million, eighty two thousand, four hundred and ninety nine) bearer shares identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F identified by the numbers F No. 1 - 5,825,000.
was replaced with the following wording:
Art. 8
Share capital of the Company amounts to 13,934,113.44 (thirteen million nine hundred thirty four thousand one hundred and thirteen 44/100) zlotys, and is divided into 348,352,836 (three hundred forty eight million three hundred fifty two thousand eight hundred and thirty six) shares of face value of four groszy (0.04 zlotys) each, including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million nine hundred seventeen thousand five hundred and one) registered shares, privileged as to the voting rights in a manner that each of the shares entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million eighty two thousand four hundred and ninety nine) bearer shares identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F identified by the numbers F No. 1 - 5,825,000.
7. 80,027,836 (eighty million twenty seven thousand eight hundred and thirty six) bearer shares identified by the numbers H No. 1 - 80,027,836.
The consolidated text of the Articles of Association of the Company adopted by the resolution 1/31/05/2011 of the Supervisory Board based on the authorization granted by the resolution no 23 of the General Shareholders Meeting of the Company dated May 19, 2011, is an annex to this current report.
Legal grounds: Article 56 Section 1 item 2 of the Offering Act in connection with § 38 sec. 1 item 2 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
public://documents/current_report_56_2011.pdf en 1240 Moody's Investors Service assigned a definitive Ba3 rating to the EUR 350 million senior secured notes issued by Cyfrowy Polsat Finance AB (publ) 07/19/2011 55/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat) informs that Moody's Investors Services (Moody's) assigned a definitive 'Ba3' rating to the EUR 350 million senior secured notes due 2018 (the Senior Notes), which was issued on May 20, 2011 by Cyfrowy Polsat Finance AB (publ), a wholly owned Swedish subsidiary of Cyfrowy Polsat.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Legal basis: Article 56 Section 1 item 2 of the Offering Act in conjunction - current and periodic information.
public://documents/current_report_no_55_2011.pdf en 1242 Notice of intention to merge Cyfrowy Polsat S.A. seated in Warsaw and mTEL Sp. z o.o. seated in Warsaw - second notice 07/19/2011 54/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat or Taking-over Company), in accordance with article 504 § 1 and § 2 of Commercial Companies Code (KSH), informs the Shareholders of Cyfrowy Polsat on the planned merger of Cyfrowy Polsat and mTEL Sp. z o.o. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000008837 (mTEL or Acquired Company), in which Cyfrowy Polsat S.A. holds 100% of share capital, and approved the merger plan.
The merger will be effected by:
(i) transferring to Taking-over Company - as the sole shareholder of Acquired Company - all the assets of Acquired Company by the way of universal succession, and
(ii) termination of Acquired Company without liquidation,
in accordance with article 492 §1 item 1) KSH.
As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH will assume all rights and obligations of mTEL, effective on the date of the merger.
Given that Taking-over Company holds all the shares of Acquired Company, and according to article 515 §1 KSH, the merger will be effected without increasing the share capital of Taking-over Company.
The detailed terms of the merger, were specified in the Merger Plan prepared on June 17, 2011 and published on July 4, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 127, item 8632.
The Management Board of Cyfrowy Polsat S.A. also informs, that the following documents:
1. Merger Plan,
2. Financial Statements and Management Board's Reports on Activities of the merging companies for the last three financial years, together with opinion of the independent auditor and report supplementing the auditor's opinion (if opinion or report was issued),
3. Draft resolution of the General Meeting of Taking-over Company concerning the merger,
4. Draft resolution of the Shareholders Meeting of Acquired Company concerning the merger,
5. Valuation of assets and liabilities of Acquired Company as at May 31, 2011,
6. Statement containing information on accounting condition of Taking-over Company as at May 31, 2011,
7. Statement containing information on accounting condition of Acquired Company as at May 31, 2011.
(Merger Documents) are available for inspection for Cyfrowy Polsat shareholders from the date of publication of the first announcement, that is July 5, 2011 until August 5, 2011.
Merger Documents are available in Cyfrowy Polsat Headquarters, at Lubinowa 4A in Warsaw, building B1, room no 118, from Monday to Friday from 9.00 am to 4.00 pm.
Cyfrowy Polsat Shareholders may request copies of Merger Documents free of charge in Cyfrowy Polsat Headquarters.
This notice is the second notice.
Warsaw, July 19, 2011
Legal basis: § 5 Section 1 item 13 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
public://documents/current_report_no_54_2011_2notice.pdf en 1244 Convocation of the Extraordinary General Meeting of the company Cyfrowy Polsat S.A. and content of draft resolutions for the Extraordinary General Meeting 07/06/2011 53/2011 Current reportsThe Management Board of the company Cyfrowy Polsat S.A. (the Company) hereby informs that the Extraordinary General Meeting of the Company was convened on August 5, 2011, at 10:00 a.m., and is to be held in Warsaw, in the Company's registered seat at ul. Łubinowa 4A.
Agenda:
1. Opening of the Extraordinary General Meeting of the Company.
2. Appointment of the Chairman of the Extraordinary General Meeting of the Company.
3. Preparing the attendance list, confirming that the Extraordinary General Meeting of the Company has been properly convened and is able to adopt valid resolutions.
4. Appointment of the Ballot Counting Committee.
5. Adoption of the agenda of the Extraordinary General Meeting of the Company.
6. Adoption of the resolution regarding the merger of the Company with mTEL Sp. z o.o. seated in Warsaw.
7. Closing of the Extraordinary General Meeting.
In addition, the Management Board of the Company attaches as Appendix hereto:
1. Notice on convening the Extraordinary General Meeting on August 5, 2011, drawn up in accordance with Article 402(2) of the Commercial Companies Code.
2. Resolution drafts for the Extraordinary General Meeting convened on August 5, 2011.
3. Plan of merger of the Company with mTEL Sp. z o.o. seated in Warsaw with attachments.
The Company discloses all information regarding the Extraordinary General Meeting on its website: www.cyfrowypolsat.pl, subpage Dla Inwestorów (Investors' Center), section General Shareholders' Meeting - Materials.
Notice of convening of EGSM - attachment
Resolution drafts for EGSM - attachment
Merger Plan - attachment
Legal basis: Article 56 Section 1 item 2 of the Offering Act in conjunction with § 38 Section 1 items 1 and 3 of the Minister of Finance ordinance of February 19, 2009 regarding current and periodic information submitted by issuers of securities and on conditions of accepting as equivalent the information required by the provisions of a law of a non-EU member state.
public://documents/current_report_no_53_2011_popr.pdf en 1246 Notice of intention to merger Cyfrowy Polsat S.A. seated in Warsaw and mTEL Sp. z o.o. seated in Warsaw 07/05/2011 52/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (Company, Cyfrowy Polsat or Taking-over Company) announces that it resolved to merge the Company with mTEL Sp. z o.o. seated in Warsaw, address: Domaniewska 37, 02-672 Warsaw, Poland, registered in entrepreneurs register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Business Division of the National Court Register, under the number KRS 0000008837 (mTEL or Acquired Company), in which Cyfrowy Polsat S.A. holds 100% of share capital, and approved the merger plan.
Following the above, in accordance with article 504 § 1 and § 2 of Commercial Companies Code (KSH), the Management Board of Cyfrowy Polsat informs the Shareholders of Cyfrowy Polsat on the planned merger of the companies.
The merger will be effected by:
(i) transferring to Taking-over Company - as the sole shareholder of Acquired Company - all the assets of Acquired Company by the way of universal succession, and
(ii) termination of Acquired Company without liquidation,
in accordance with article 492 §1 item 1) KSH.
As a result of the merger, Cyfrowy Polsat - in accordance with article 494 §1 KSH will assume all rights and obligations of mTEL, effective on the date of the merger.
Given that Taking-over Company holds all the shares of Acquired Company, and according to article 515 §1 KSH, the merger will be effected without increasing the share capital of Taking-over Company.
The detailed terms of the merger, were specified in the Merger Plan prepared on June 17, 2011 and published on July 4, 2011 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no 127, item 8632.
The Management Board of Cyfrowy Polsat S.A. also informs, that the following documents:
1. Merger Plan,
2. Financial Statements and Management Board's Reports on Activities of the merging companies for the last three financial years, together with opinion of the independent auditor and report supplementing the auditor's opinion (if opinion or report was issued),
3. Draft resolution of the General Meeting of Taking-over Company concerning the merger,
4. Draft resolution of the Shareholders Meeting of Acquired Company concerning the merger,
5. Valuation of assets and liabilities of Acquired Company as at May 31, 2011,
6. Statement containing information on accounting condition of Taking-over Company as at May 31, 2011,
7. Statement containing information on accounting condition of Acquired Company as at May 31, 2011.
(Merger Documents) will be available for inspection for Cyfrowy Polsat shareholders from the date of publication of this announcement, that is July 5, 2011 until August 5, 2011.
Merger Documents will be available in Cyfrowy Polsat Headquarters, at Lubinowa 4A in Warsaw, building B1, room no 118, from Monday to Friday from 9.00 am to 4.00 pm.
Cyfrowy Polsat Shareholders may request copies of Merger Documents free of charge in Cyfrowy Polsat Headquarters.
This notice is the first notice.
Warsaw, July 5, 2011
Attachments:
Merger Plan
Legal basis: § 5 Section 1 item 13 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities, and the conditions for recognizing equivalence of information required under non-member states regulations.
public://documents/current_report_2011_notice_of_merger_with_mtel.pdf en 1248 Correction of report no. 48/2011 of June 30, 2011 regarding the listing and the first date of trading of EUR 350 million 7.125% Senior Secured Notes due May 20, 2018 on the Luxembourg Stock Exchange 07/05/2011 48/2011/kor Current reports The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that as a result of a typographical error in Current Report No. 48/2011 of June 30, 2011, the date of issue of Senior Secured Notes by Cyfrowy Polsat Finance AB, the Company's subsidiary, was incorrectly stated. The date of May 20, 2010 was specified in the Report while the date of issue is May 20, 2011. Therefore, the Management Board of the Company hereby corrects the Current Report No. 48/2011 of June 30, 2011 within the above scope.The correct wording of the Report is as follows:
The Management Board of Cyfrowy Polsat S.A. (the Company) has been informed that on June 28, 2011, 7.125% Senior Secured Notes due May 20, 2018 of a total nominal value of EUR 350 million: EUR 340 million coded ISIN XS0626064363 and EUR 10 million coded ISIN XS0626064017, issued on May 20, 2011 by Cyfrowy Polsat Finance AB, the Company's subsidiary (current report no 34/2011 dated May 20, 2011) (Notes) were approved and listed on the Luxembourg Stock Exchange (the LuxSE) and that it was the first day of trading of the Notes on the LuxSE.
Legal basis: Article 56 Section 1 item 1 of the Public Offering Act of July 29, 2005. public://documents/current-report-48-2011-kor.pdf en 1250 Notification of the disposal of the major share portfolio 07/01/2011 51/2011 Current reports
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that on July 1, 2011 the
Company received notification from Mr. Zygmunt Solorz-Żak (the Shareholder) pursuant to Article 69
Section 1 item 2 in connection with Article 69 a Section 1 item 3 of the Act on Public Offering and
Conditions Governing the Introduction of Financial Instruments to Organized Trading System and Public
Companies of July 29, 2005 (consolidated text Dz. U. of 2009 No. 185, Section 1439, as amended) on the
decrease in the interest held by him in the total number of votes in the Company.
The above-mentioned decrease is a result of:
- the sale of 6,083,182 (six million eighty three thousand and one hundred eighty two)
shares of the Company by Polaris Finance B.V., with its registered office in Rotterdam,
the Netherlands (Polaris),
- the sale of 68,023,662 (sixty eight million twenty three thousand and six hundred sixty
two) shares of the Company by Karswell Limited, with its registered office in Nicosia,
Cyprus (Karswell).
The transactions were carried out on the regulated market in the form of block transactions on June 22,
2011.
The Shareholder holds 85% interest in the share capital of Polaris.
The Shareholder holds 100% interest in the share capital of Karswell.
Prior to the transaction the Shareholder held in total 253,652,412 Company's shares constituting 72.81%
interest in the Company's share capital and representing 431,198,663 votes at the general meeting of the
Company, which constitutes 81.7% of the total number of votes in the Company, consisting of 10,603,750
privileged registered shares of the Company held by the Shareholder directly, constituting 3.04% in the
share capital of the Company and representing 21,207,500 votes at the general meeting, which
constituted 4.02% of the total number of votes in the Company, and shares held by the Shareholder
indirectly:
a) through Polaris - 175,025,000 Company's shares constituting 50.24% interest in the share capital
and representing 341,967,501 votes at the general meeting, which constituted 64.79% of the total
number of votes in the Company. The above-mentioned portfolio consisted of:
- 166,942,501 privileged registered shares constituting 47.92% of the Company's
share capital and representing 333,885,002 votes at the general meeting, which
constituted 63.26% of the total number of votes in the Company,
- 8,082,499 bearer shares constituting 2.32% of the Company's share capital and
representing 8,082,499 votes at the general meeting, which constituted 1.53% of the
total number votes in the Company.
b) through Karswell - 68,023,662 bearer shares constituting 19.53% interest in the share capital and
representing 68,023,662 votes at the general meeting, which constituted 12.89% of the total
number of votes in the Company.
Currently, the Shareholder holds in total 179,545,568 Company's shares constituting 51.54% interest
in the Company's share capital and representing 357,091,819 votes at the general meeting of the
Company, which constitutes 67.66% of the total number of votes in the Company, consisting of
10,603,750 privileged registered shares of the Company held by the Shareholder directly, constituting
3.04% shares in the Company's share capital and representing 21,207,500 votes at the general
meeting which constitutes 4.02% of the total number of votes in the Company, and consisting of
168,941,818 of the Company's shares held by the Shareholder indirectly, through Polaris, constituting
48.5% in the share capital of the Company and representing 335,884,319 votes at the general
meeting, which constitutes 63.64% of the total number of votes in the Company. The abovementioned
portfolio consists of:
- 166,942,501 privileged registered shares constituting 47.92% of the Company's
share capital and representing 333,885,002 votes at the general meeting of the
Company, which constitutes 63.26% of the total number of votes in the Company,
- 1,999,317 bearer shares constituting 0.57% of the Company's share capital and
representing 1,999,317 votes at the general meeting of the Company, which
constitutes 0.38 % of the total number of votes in the Company.
The Shareholder notified us that except for Polaris he had no any other subsidiaries which would hold the
Company's shares nor was he a party to any agreements the object of which would be the transfer of the
right to vote from Company's shares.
Legal basis: Article 70 item 1 of the Act on Public Offering and Conditions Governing the Introduction of
Financial Instruments to Organized Trading System and Public Companies
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that on July 1, 2011 the
Company received notification from Karswell Limited (the Shareholder) pursuant to Article 69 Section 1
item 2 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to
Organized Trading System and Public Companies of July 29, 2005 (consolidated text Dz. U. of 2009 No.
185, Section 1439, as amended) on the decrease in the interest held by him in the total number of votes in
the Company.
The above-mentioned decrease is a result of the sale of 68,023,662 (sixty eight million twenty three
thousand and six hundred sixty two) shares of the Company by the Shareholder.
The transaction was carried out on the regulated market in the form of block transactions on June 22,
2011.
Prior to the transaction the Shareholder held directly 68,023,662 bearer shares constituting 19.53%
interest in the share capital and representing 68,023,662 votes at the general meeting, which constituted
12.89% of the total number of votes in the Company.
Currently, the Shareholder does not hold any Company's shares, either directly or indirectly.
The Shareholder notified us that it held no any other subsidiaries which would hold the Company's shares
nor was it a party to any agreements the object of which would be the transfer of the right to vote from
Company's shares.
Legal basis: Article 70 item 1 of the Act on Public Offering and Conditions Governing the Introduction of
Financial Instruments to Organized Trading System and Public Companies
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that on July 1, 2011 the
Company received notification from Polaris Finance B.V. (the Shareholder) pursuant to Article 69
Section 1 item 2 in connection with Article 69 Section 2 item 2 of the Act on Public Offering and Conditions
Governing the Introduction of Financial Instruments to Organized Trading System and Public Companies
of July 29, 2005 (consolidated text Dz. U. of 2009 No. 185, Section 1439, as amended) on the decrease in
the interest held by him in the total number of votes in the Company.
The above-mentioned decrease is a result of the sale of 6,083,182 (six million eighty three thousand and
one hundred eighty two) shares of the Company by the Shareholder.
The transaction was carried out on the regulated market in the form of block transactions on June 22,
2011.
Prior to the transaction the Shareholder held directly 175,025,000 Company's shares constituting 50.24%
interest in the share capital and representing 341,967,501 votes at the general meeting, which constituted
64.79 % of the total number of votes in the Company. The above-mentioned portfolio consisted of:
- 166,942,501 privileged registered shares constituting 47.92% of the Company's share
capital and representing 333,885,002 votes at the general meeting, which constituted
63.26% of the total number of votes in the Company,
- 8,082,499 bearer shares constituting 2.32% of the Company's share capital and
representing 8,082,499 votes at the general meeting, which constituted 1.53% of the total
number votes in the Company.
Currently, the Shareholder directly holds 168,941,818 of the Company's shares constituting 48.5% of the
share capital of the Company and representing 335,884,319 votes at the general meeting, which
constitutes 63.64% of the total number of votes in the Company. The above-mentioned portfolio consists
of:
- 166,942,501 privileged registered shares constituting 47.92% of the Company's share
capital and representing 333,885,002 votes at the general meeting of the Company, which
constituted 63.26% of the total number of votes in the Company,
- 1,999,317 bearer shares constituting 0.57% of the Company's share capital and
representing 1,999,317 votes at the general meeting of the Company, which constitutes
0.38% of the total number of votes in the Company.
The Shareholder notified us that it held no other subsidiaries which would hold the Company's shares nor
was it a party to any agreements the object of which would be the transfer of the right to vote from
Company's shares.
Legal basis: Article 70 item 1 of the Act on Public Offering and Conditions Governing the Introduction of
Financial Instruments to Organized Trading System and Public Companies
Legal basis: Article 56 Section 1 item 1 of the Public Offering Act of July 29, 2005. public://documents/current_report_48_2011.pdf en 1258 Information on share disposal 06/29/2011 47/2011 Current reports
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby announces that on June 29, 2011 the Company received from Mr. Zygmunt Solorz-Żak, Chairman of its Supervisory Board, the information provided under Article 160 Section 1 item 1 in conjunction with Section 2 item 4 paragraph b of the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text: Dz. U. of 2010 No. 211, item 1384, as amended) regarding the following share sale transactions by entities closely related to Mr. Zygmunt Solorz-Żak:
- Polaris Finance B.V. with its registered office in Rotterdam, the Netherlands (Polaris) sold
6,083,182 (six million eighty three thousand one hundred and eighty two) shares in the Company;
and
- Karswell Limited with its registered office in Nicosia, Cyprus (Karswell) sold 68,023,662 (sixty
eight million twenty three thousand six hundred and sixty two) shares in the Company.
The price was PLN 15.70 per share, both transactions were executed on a regulated market, in the form of a block transaction, on June 22, 2011.
Mr. Zygmunt Solorz-Żak holds 85% of shares in Polaris.
Mr. Zygmunt Solorz-Żak holds 100% of shares in Karswell.
Legal basis: Article 160 Section 4 of the Act on Trading in Financial Instruments re insider trading
disclosure
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby announces that on June 29, 2011 the Company received from Mr. Heronim Ruta, member of its Supervisory Board, the information provided under Article 160 Section 1 item 1 in conjunction with Section 2 item 4 paragraph b of the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text: Dz. U. of 2010 No. 211, item 1384, as amended) regarding the sale of 12,004,174 (twelve million four thousand one hundred and seventy four) shares in the Company by an entity closely related to Mr. Heronim Ruta, i.e. by Sensor Overseas Limited with its registered office in Nicosia, Cyprus (Sensor).
The price was PLN 15.70 per share, the transaction was executed on a regulated market, in the form of a block transaction, on June 22, 2011.
Mr. Heronim Ruta holds 100% of shares in Sensor.
Legal basis: Article 160 Section 4 of the Act on Trading in Financial Instruments re insider trading
disclosure
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby announces that on June 29, 2011 the Company received from a member of its Management Board the information provided under Article 160 Section 1 item 1 in conjunction with Section 2 of the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text: Dz. U. of 2010 No. 211, item 1384, as amended) regarding the purchase of 400,000 (four hundred thousand) shares in the Company by a person closely related to that member of the Management Board.
The price was PLN 15.70 per share, the transactions were executed on a regulated market, in the form of block transactions, on June 22, 2011.
Legal basis: Article 160 Section 4 of the Act on Trading in Financial Instruments re insider trading disclosure
public://documents/Current_report_no_45_2011.pdf en 1264 Information on signing an addendum to the licensing agreement with Sony Pictures Entertainment Inc. 06/27/2011 44/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (Company) informs that on 27 June 2011 it was notified that on 17 June 2011 Polsat License Ltd (PLL) based in Zurich (Switzerland), an indirect subsidiary of the Company, signed an addendum to the licensing agreement (Addendum) with Sony Pictures Entertainment Inc. (Licensor). Under the Addendum, the Licensor agreed to extend the license to broadcast films and TV series from the Licensor's programming collection as well as some of its future productions in the territory of Poland for a further period of 3 years. Other terms and conditions specified both in the agreement and the addendum are consistent with the market standards applied in such agreements.
During the past 12 months, Cyfrowy Polsat Group concluded, on an arm's length basis, a number of agreements with the group of Sony Pictures Entertainment Inc., whose aggregate value together with the above-mentioned Addendum may exceed 10% of the Company's revenues for the last four quarters.
Legal basis: Article 56 sect. 1 item 2 of the Act on public offering, in conjunction with § 5 sect. 1 item 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.
public://documents/raport_biezacy_nr_44_2011_en.pdf en 1266 Notice of the Completion of the Book Building Process for the Company's Shares 06/22/2011 43/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (the Company) gives notice that on June 22, 2011 the Company received a notice (the Notice) from Polaris Finance B.V., Karswell Limited and Sensor Overseas Limited (hereinafter the Significant Shareholders ), vehicles controlled respectively by Mr. Zygmunt Solorz - Żak and Mr. Heronim Ruta, that on June 22, 2011 the book building process (the Placement) for 86.111.018 of the Company's shares held by the Significant Shareholders had been completed. The price was fixed at PLN 15.70 per share. The Significant Shareholders have also informed the Company that the completion of the Placement will result in Mr. Zygmunt Solorz-Żak's keeping the majority of Company's share capital.
The Placement is managed by Deutsche Bank, acting as lead joint bookrunner, Credit Agricole Corporate and Investment Bank, acting as joint bookrunner, and Trigon, acting as domestic co-bookrunner (together the Consortium).
According to the Notice, the Placement is only directed at persons who are qualified investors as described in Article 8 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading and on Public Companies.
Moreover the Placement and this announcement are only directed at (a) persons who are outside the United Kingdom or (b) persons who are qualified investors as described in section 86(7) of the Financial Services and Markets 2000 and who are (i) persons who have professional experience in matters relating to investments falling within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Any person who is not a relevant person should not act or rely on any announcement related to the Placement. Any investment or investment activity to which any announcement on the Placement relates would be available only to and will be engaged in only with relevant persons. Any offer of Company's shares to the public that may be made during the realization of the Placement in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) will only be addressed to and only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
It should be noted, that any investment decision to buy shares in the Company must be made solely on the basis of publicly available information regarding the Company. According to the Notice, such information is not the responsibility of the Consortium, nor Significant Shareholders nor its dominant entities (together the Sellers) nor their respective officers, employees or agents and has not been independently verified by the Consortium or the Sellers and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Consortium or the Sellers or by any of their respective officers, employees or agents in relation to the accuracy or completeness of this current report or any publicly available information on the Company or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
The Consortium is acting for the Sellers and no one else in connection with the Placement and will not be responsible to anyone other than the Sellers for providing the protections afforded to clients of the Consortium nor for providing advice in connection with the Placement.
This current report is not an offer for sale or purchase of any securities of the Company in Poland, the United States or any other jurisdiction. Any securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States.
Neither this current report nor any copy of it may be taken or transmitted in or into the United States, Canada, Japan or Australia or in any other jurisdiction in which such distribution would be prohibited by applicable law. This current report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The distribution of this current report and other information in connection with Company's securities may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Legal basis: Article 56, Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading and on Public Companies
public://documents/Current_report_no_43_2011.pdf en 1268 Notice of the significant shareholders' decision to sell shares in the Company 06/21/2011 42/2011 Current reports
The Management Board of Cyfrowy Polsat S.A. (the Company) gives notice that on June 21, 2011 the Company received a notice (the Notice) from Polaris Finance B.V., Karswell Limited and Sensor Overseas Limited (hereinafter the Significant Shareholders) vehicles controlled respectively by Mr. Zygmunt Solorz - Żak and Mr. Heronim Ruta, that the Significant Shareholders had decided to sell up to 86.111.018 of shares held by them in the Company through an accelerated bookbuilding (the Placement). The Significant Shareholders have also informed the Company that it is their intention for the completion of Placement to result in Mr. Zygmunt Solorz - Żak's keeping the majority of the Company's share capital. The proceeds from the completion of the Placement will be used for investments in the telecommunications sector.
The Company's Management Board supports the Placement, as it will result in a free float increase.
The transaction will be managed by Deutsche Bank, acting as lead joint bookrunner, Credit Agricole Corporate and Investment Bank, acting as joint bookrunner, and Trigon, acting as domestic co-bookrunner (together the Consortium).
According to the Notice, the Placement will be only directed at persons who are qualified investors as described in Article 8 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading and on Public Companies.
Moreover, this announcement is and the Placement will be only directed at (a) persons who are outside the United Kingdom or (b) persons who are qualified investors as described in section 86(7) of the Financial Services and Markets 2000 and who are (i) persons who have professional experience in matters relating to investments falling within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Any person who is not a relevant person should not act or rely on any announcement related to the Placement. Any investment or investment activity to which any announcement on the Placement relates would be available only to and will be engaged in only with relevant persons. Any offer of Company's shares to the public that may be made during the realization of the Placement in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) will only be addressed to and only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
It should be noted, that any investment decision to buy shares in the Company must be made solely on the basis of publicly available information regarding the Company. According to the Notice, such information is not the responsibility of the Consortium, nor Significant Shareholders nor its dominant entities (together the Sellers) nor their respective officers, employees or agents and has not been independently verified by the Consortium or the Sellers and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Consortium or the Sellers or by any of their respective officers, employees or agents in relation to the accuracy or completeness of this current report or any publicly available information on the Company or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
The Consortium is acting for the Sellers and no one else in connection with the Placement and will not be responsible to anyone other than the Sellers for providing the protections afforded to clients of the Consortium nor for providing advice in connection with the Placement.
This current report is not an offer for sale or purchase of any securities of the Company in Poland, the United States or any other jurisdiction. Any securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States.
Neither this current report nor any copy of it may be taken or transmitted in or into the United States, Canada, Japan or Australia or in any other jurisdiction in which such distribution would be prohibited by applicable law. This current report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The distribution of this current report and other information in connection with Company's securities may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Legal basis: Article 56, Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading and on Public Companies
public://documents/Current_report_no_42_2011.pdf en 1270 Establishment of security on assets carrying a significant value 06/21/2011 41/2011 Current reports
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby gives notice of the establishment of further security in connection with the Senior Facilities Agreement (the Senior Facilities Agreement) concluded by the Company on March 31, 2011 and the High Yield Notes (the High Yield Notes) issued on May 20, 2011 by Cyfrowy Polsat Finance AB (publ), a subsidiary of the Company, which was notified by the Company in its current report Nos. 11/2011 and 34/2011 dated on 31 March 2011 and 20 May 2011 respectively.
On June 20, 2011, in connection with the transformation of the Company's subsidiary - Telewizja Polsat S.A. - into a limited liability company, the Company entered into a pledge agreement by which it established a financial and registered pledge on all the shares of Telewizja Polsat Sp. z o.o. held by the Company.
On the same day of June 20, 2011, Telewizja Polsat Sp. z o.o. and Telewizja Polsat Sp. z o.o.'s subsidiaries: RS TV S.A., Polsat Media Sp. z o.o., Media-Biznes Sp. z o.o., Nord License AS with its registered office in Norway, Polsat License Ltd. with its registered office in Switzerland and Polsat Futbol Ltd. with its registered office in the United Kingdom executed agreements and other documents, on the basis of which additional security were established to secure the repayment of a term facility loan and a revolving facility loan granted under the Senior Facilities Agreement and the repayment (redemption) of the High Yield Notes, in particular, without limitation:
(i) Registered pledge on set of chattels and rights of variable composition constituting the Telewizja Polsat Sp. z o.o.'s enterprise;
(ii) Registered pledge on set of chattels and rights of variable composition constituting the RS TV S.A.'s enterprise;
(iii) Registered pledge on set of chattels and rights of variable composition constituting the Polsat Media Sp. z o.o.'s enterprise;
(iv) Registered pledge on set of chattels and rights of variable composition constituting the Media-Biznes Sp. z o.o.;'s enterprise;
(v) Security interests established on the assets of Nord License AS;
(vi) Security interests established on the assets of Polsat Futbol Ltd.;
(vii) Financial and registered pledge on all shares in RS TV S.A. held by Telewizja Polsat Sp. z o.o.;
(viii) Financial and registered pledge on all shares in Polsat Media Sp. z o.o., held by Telewizja Polsat Sp. z o.o.;
(ix) Financial and registered pledge on all shares in Media-Biznes Sp. z o.o., held by Telewizja Polsat Sp. z o.o.;
(x) Pledge on shares in Nord License AS, held by Telewizja Polsat Sp. z o.o.;
(xi) Pledge on shares in Polsat Futbol Ltd., held by Telewizja Polsat Sp. z o.o.;
(xii) Security assignment of receivables of Telewizja Polsat Sp. z o.o. vis-à-vis various debtors;
(xiii) Security assignment of receivables of RS TV S.A. vis-à-vis various debtors;
(xiv) Security assignment of receivables of Polsat Media Sp. z o.o. vis-à-vis various debtors;
(xv) Security assignment of receivables of Media-Biznes Sp. z o.o. vis-à-vis various debtors;
(xvi) Security assignment of receivables of Nord License AS;
(xvii) Security assignment of receivables of Polsat Futbol Ltd.;
(xviii) Mortgage on real properties owned by Telewizja Polsat Sp. z o.o.;
(xix) Mortgage on real properties owned by RS TV S.A.;
(xx) Statement of Telewizja Polsat Sp. z o.o. on submission to the enforcement procedure as stipulated in the notary deed;
(xxi) Statement of RS TV S.A. on submission to the enforcement procedure as stipulated in the notary deed;
(xxii) Statement of Polsat Media Sp. z o.o. on submission to the enforcement procedure as stipulated in the notary deed;
(xxiii) Statement of Media-Biznes Sp. z o.o. on submission to the enforcement procedure as stipulated in the notary deed.
Registered pledges will become valid when entered into the register of pledges. The mortgage will become valid when entered into the relevant land and mortgage registers. All the security are established for the benefit of CITICORP TRUSTEE COMPANY LIMITED, with its registered office in London, United Kingdom, in the capacity of security agent.
Legal basis: Article 56 Section 1 item 2 of the Offering Act in connection with § 5 Section 1 items 1 and 4 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities and terms of acknowledging the equivalence of information required under the laws of non-member states.
public://documents/Current_report_no_41_2011.pdf en 1272 Standard & Poor's Rating Services assigned 'BB-' long-term corporate credit rating to Cyfrowy Polsat S.A. and 'BB-' issue rating to the EUR 350 million senior secured notes issued by Cyfrowy Polsat Finance AB (publ) 06/17/2011 40/2011 Current reports The Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat) informs that Standard & Poor's Rating Services (S&P) assigned 'BB-' long-term corporate credit rating to Cyfrowy Polsat with stable outlook. S&P also assigned 'BB-' issue rating to the EUR 350 million senior secured notes due 2018 (the Senior Notes), which was issued on May 20, 2011 by Cyfrowy Polsat Finance AB (publ), a wholly owned Swedish subsidiary of Cyfrowy Polsat.A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Legal basis: Article 56 Section 1 item 2 of the Offering Act in conjunction - current and periodic information public://documents/current_report_no_40_2011.pdf en 1274 Notice of the intended sale of the Company's shares by its Significant Shareholders 06/16/2011 39/2011 Current reports
Legal basis: Article 56, Section 1 Item 1 of the Act on the Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading and on Public Companies (the Act)
The Management Board of Cyfrowy Polsat S.A. (the Company) informs that on June 16 2011 the Company received a notice (the Notice) from Zygmunt Solorz - Żak and Heronim Ruta (the Shareholders) that the Shareholders have asked Deutsche Bank, Credit Agricole CIB as well as Trigon, to investigate a potential placement of a portion of the Company's shares held directly or indirectly by the Shareholders. The Shareholders have also informed the Company that it is their intention for the completion of any potential placement to result in Mr. Zygmunt Solorz - Żak's keeping a majority of the share capital in the Company. The proceeds from the completion of the potential placement would be used by Shareholders for investments in the telecommunications sector.
The Company's Management Board would support such a potential placement, as it should result in a free float increase, and will be available for investor meetings over the coming days.
According to the Notice, the potential placement would be only directed at persons who are qualified investors as described in Article 8 of the Act.
Moreover, the potential placement would be only directed at (a) persons who are outside the United Kingdom or (b) persons who are qualified investors as described in section 86(7) of the Financial Services and Markets 2000 and who are (i) persons who have professional experience in matters relating to investments falling within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Any person who is not a relevant person should not act or rely on any announcement related to the potential placement. Any investment or investment activity to which any announcement on potential placement relates would be available only to and will be engaged in only with relevant persons. Any offer of Company's shares to the public that may be made during the realization of the potential placement in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) will only be addressed to and only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
It should be noted, that any investment decision to buy shares in the Company must be made solely on the basis of publicly available information regarding the Company. According to the Notice, such information is not the responsibility of Deutsche Bank, Credit Agricole CIB or Trigon (together the Consortium) nor Shareholders nor its subsidiaries holding Company's shares (together the Sellers) and has not been independently verified by the Consortium or the Sellers and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Consortium or the Sellers or by any of their respective officers, employees or agents in relation to the accuracy or completeness of this current report or any publicly available information on the Company or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
The Consortium is acting for the Sellers and no one else in connection with the potential placement and will not be responsible to anyone other than the Sellers for providing the protections afforded to clients of the Consortium nor for providing advice in connection with the potential placement.
This current report is not an offer for sale or purchase of any securities of the Company in Poland, the United States or any other jurisdiction. Any securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States.
Neither this current report nor any copy of it may be taken or transmitted in or into the United States, Canada, Japan or Australia or in any other jurisdiction in which such distribution would be prohibited by applicable law. This current report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The distribution of this current report and other information in connection with Company's securities may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
public://documents/current-report-39-2011-eng.pdf en 1276 Termination of the security interest agreement and creation of security interest 06/11/2011 38/2011 Current reportsThe Management Board of Cyfrowy Polsat S.A. (the Company), in relation to Current Report No. 34/2011 dated May 20, 2011, hereby announces the creation of security interest on assets of significant value by the Company's subsidiary and the termination of the agreement regarding the creation of security interest on assets of significant value.
On June 10, 2011, Cyfrowy Polsat Finance AB (publ) with its registered office in Stockholm (CP Finance), in which Company holds 100% of shares, concluded a pledge agreement with Citicorp Trustee Company Limited with its registered office in London (Citicorp) under which CP Finance established in favor of Citicorp, subject to the completion of registration proceedings and satisfaction of other legal requirements, a registered pledge and a financial pledge over 10 registered Series A bonds numbered 01 through 10 governed by Polish law and issued by the Company on May 20, 2011 with the nominal value of EUR 35,000,000 each (interest rate 8.16% p.a. on the nominal value of the bonds) and the total nominal value of EUR 350,000,000 maturing in 2018 (the Bonds); the issue of the Bonds was disclosed by the Company in its Current Report No. 34/2011 dated May 20, 2011. The aforementioned pledges secure the senior secured bonds with the total nominal value of EUR 350,000,000 maturing in 2018, issued by CP Finance as disclosed by the Company in its Current Report No. 34/2011 dated May 20, 2011 as well as liabilities of the Company and other debtors under the loan agreements disclosed by the Company in its Current Report No. 11/2011 dated March 31, 2011.
In addition, on June 10, 2011, the security assignment agreement of May 20, 2011 between CP Finance as the assignor and Citicorp as the assignee (acting as a security agent), under which the CP Finance assigned conditionally to the Citicorp its rights under the Bonds, was terminated; the execution of the agreement was disclosed by the Company in its Current Report No. 34/2011 dated May 20, 2011.
The Bonds are considered to be assets of significant value because their value exceeds the PLN equivalent of EUR 1.00 million converted based on the average exchange rate announced by the National Bank of Poland and prevailing on the date on which obligation to make this disclosure arose.
There are no relations between the Company and persons who manage and supervise the Company and Citicorp and persons who manage Citicorp. In addition, Citicorp is not a related party of the Company. The pledged assets represent a long-term investment of CP Finance.
Legal basis: Article 56 Section 1 item 2 of the Act of July 29, 2005 on Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in connection with the Ordinance of the Minister of Finance of February 19, 2009 regarding current and periodic information to be submitted by issuers of securities and terms of acknowledging the equivalence of information required under the laws of non-member states.
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that as a result of a typographical error in Current Report No. 33/2011 of May 20, 2011, the Company's share capital following its increase was incorrectly stated. The amount of PLN 13,934,133.44 was specified in the Report while the share capital following its increase is PLN 13,934,113.44. Therefore, the Management Board of the Company hereby corrects the Current Report No. 33/2011 of May 20, 2011 within the above scope.
The correct wording of the Report is as follows:
The Management Board of Cyfrowy Polsat S.A. (the Company) hereby informs that on May 19, 2011 it received the decision issued on May 13, 2011 by the District Court for the City of Warsaw, XIII Economic Division of the National Court Register, on the basis of which a new amount of the Company's share capital was entered into the register. The increase in the Company's share capital, in accordance with Article 452 § 1 of the Commercial Companies Code, was carried out on April 20, 2011 when the Management Board issued share certificates. Following the increase, the company's share capital is PLN 13,934,113.44. The total number of votes at the General Meeting is currently of 527,770,337.
Legal basis: Article 56 Section 1 items 1 and 2 of the Offering Act of July 29, 2005 in connection with § 5 Section 1 item 9 the Ordinance of the Minister of Finance of February 19, 2009 on current and periodic reports released issuers of securities and on terms of accepting information required by the provisions of the law of a state that is not a member state as equivalent thereto.