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MESSAGE (ENGLISH VERSION) | |
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In accordance with par. 33.1 of the Ordinance of the Ministry of Finance
of 19 October 2005 on current and periodic information provided by
issuers of securites (Journal of Laws of 2005, No. 209, item 1744) the
Board of Managing Directors of Cinema City International N.V. (the
"Company") provides information on the summary of the Offering
consisting of a public offering of the Company's Shares in Poland and an
international offering by way of private placement to certain
Institutional Investors outside of Poland.1. A date of the
commencement of the Offering (the publication of the Prospectus): 21
November 2006.A date od the closing of the Offering: 5 December 2006.
Retail Investrors could place their subscriptions in the Offering within a
period from24 through 30 November 2006, whereas Institutional
Investors' subscriptions were accepted on1 and on 4 December 2006.
2. Allotment date of the Offer Shares: 5 December 2006.3. A number of
Shares subject to subscription and/or sale: 18,014,004 Offer Shares
including:(a) 10,000,000 New Shares offered in a public subscription
by the Company,(b) 5,664,352 Sale Shares offered in o public sale by
the Selling Shareholders and(c) 2,349,652 Overallotment Shares
offered by I.T. International Theatres Ltd. and covered by the
Overallotment Option.4. Reduction rate of*:(a) subscriptions
made by Retail Investors: 95.65%(b) subscriptions made by
Institutional Investors: 0%5. A number of Shares covered by
subscription orders placed in the Offering: 53,188,914.6. A number
of Shares allotted in the Offering: 18,014,004, including:(a)
1,600,000 Shares allotted to Retail Investors, and(b) 16,414,004
Shares allotted to Institutional Investors.7. The Offer Price in the
Offering: PLN 19.3.8. A number of Investors that placed the
subscription orders in the Offering: 4,213, including:(a) 4,140
Retail Investors and(b) 73 Institutional Investors.9. A number
of Investors that were allotted the Shares in the Offering: 4,099
including:(a) 4,026 Retail Investors, and(b) 73 Institutional
Investors.10. The Underwriting Agreement: on 30 November 2006 the
Company, the Selling Shareholders and thePrincipal Shareholder
entered into the Underwriting Agreement governed by English law, under
which Bank Austria Creditanstalt AG and ING Bank N.V., London Branch
("Underwriters") undertook to act asUnderwriters. Due to
the fact that all the Offer Shares were covered by subscriptions and
paid up withina subscription periods, neither of the Underwriters
acquired any Offer Shares on the basis of theirunderwriting
commitments. The Underwriters are not entitled to any additional
remuneration for theirunderwriting commitments except the one
mentioned under point 12 below.11. The Offering Value (gross-before
deduction of the Offering expenses incurred by the Company and the
Selling Shareholders and/or the Principal Shareholder): PLN
347,670,277.2 including gross proceeds in theamount of PLN
193,000,000 received by the Comapny from the issue of the New Shares.
12. The total issue costs** - PLN 14,488,947.44 (net amount), including:
(a) expenses in connection with the preparation and carrying out of the
Offering, includingUnderwriters' fees, which also covers the
incentive fee paid to the Managers: PLN 10,202,241.40(net amount)
(b) expenses incurred for the purposes of the preparation of the
Prospectus, including advisers' fees:3,319,398.82 (net amount) and
(c) costs of the Offering promotional campaign: PLN 967,307.22 (net amount).
The above-mentioned expenses are the total costs incurred by the Company for
the purposes of theOffering. Apart from the said expenses, the
expenses of the Offering include also expenses incurred inconnection
with the Offering of the Sale Shares and the Overallotment Shares, such
as commissions fortheir sale, which were incurred by the Selling
Shareholders and the Principal Shareholder. These costs arenot
included in this summary as costs not incurred by the Company.The
method of the settlement of costs incurred by the Company: net expenses
of the issue of the NewShares in the amount of PLN 14,488,947.44
will decrease the reserve capital.13. Average cost of subscription
per one New Share: PLN 1.45 (net amount).Capitalized terms not
defined in this report shall have the meaning ascribed to them in the
Prospectus published in 21 November 2006.* The Offering was not
divided into tranches.** to the best knowlege of the Company as at
the date hereof. The total amount of the expenses incurred by the
Company in connection with the issue of the New Shares will be disclosed
in the Company's financial statements.Legal grounds: Art. 56.1.2
of the Act of 29 July 2005 on the public offering, conditions governinig
the introduction of financial instruments to organised trading system
and on public companies in conjunction with par. 33 of the Ordinance of
the Ministry of Finance of 19 October 2005 on current and periodic
information provided by issuers of securities.
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