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MESSAGE (ENGLISH VERSION) | |
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Issue of subscription warrants and fulfillment of the condition
precedent under a significant agreement concluded by Cyfrowy Polsat
The Management Board of Cyfrowy Polsat S.A. (the “Company”) announces
that on April 1, 2011 the Company entered into four subscription
agreements with: (i) MAT Fundusz Inwestycyjny ZamkniÄ™ty (“Seller I”),
(ii) KOMA Fundusz Inwestycyjny ZamkniÄ™ty (“Seller II”), (iii) Karswell
Limited (“Seller III”), and (iv) Sensor Overseas Limited (“Seller IV”)
(jointly: “Sellers”), concerning the take up of an aggregate of
80,027,836 registered Series H subscription warrants. Series H
subscription warrants issued pursuant to Resolution No. 6 of the
Extraordinary General Meeting of the Company of December 17, 2010,
regarding a conditional increase of the Company's share capital, of
which the Company gave notice in current report No. 36/2010 of December
17, 2010, authorize their holders to acquire Series H ordinary bearer
shares with the nominal value of four groszy (PLN 0.04) per share
(“Subscription Warrants”) issued by the Company pursuant to § 1 of
Resolution No. 8 of the Extraordinary General Meeting of the Company of
December 17, 2010 regarding the issue of Series H subscription warrants,
of which the Company gave a notice in current report No. 36/2010 of
December 17, 2010. The ratio at which the Subscription Warrants were
offered to the Sellers was defined by the Company’s Management Board in
Resolution No. 1 of the Company's Management Board of April 1, 2011.
Pursuant to the subscription agreements, the Company made an offer of
free of charge acquisition, and each of the Sellers accepted the offer
to acquire the Subscription Warrants offered to it, as a result of which:
(i) Seller I took up 14,135,690 (fourteen million one hundred and
thirty-five thousand six hundred and ninety) Subscription Warrants,
authorizing it to take up a total of 14,135,690,
(ii) Seller II took up 2,494,526 (two million four hundred and
ninety-four thousand five hundred and twenty-six) Subscription Warrants,
authorizing it to take up a total of 2,494,526,
(iii) Seller III took up 53,887,972 (fifty-three million eight hundred
and eighty-seven thousand nine hundred and seventy-two) Subscription
Warrants, authorizing it to take up a total of 53.887.972,
(iv) Seller IV took up 9,509,648 (nine million five hundred and nine
thousand six hundred and forty-eight) Subscription Warrants, authorizing
it to take up a total of 9,509,648
ordinary Series H bearer shares in the share capital of the Company
respectively, on or before September 30, 2011, in exchange for a cash
contribution of PLN 14.37 per each share.
The execution of the agreements on the take up of the Subscription
Warrants referred to above occurred pursuant to the investment agreement
concluded by the Company on November 15, 2010, amended in Annex No. 1 of
December 28, 2010 and in Annex No. 2 of March 24, 2011 (“Investment
Agreement”), which were disclosed by the Company in the current reports
No. 31/2010 of November 15, 2010, No. 39/2010 of December 29, 2010 and
No. 8/2011 of March 25, 2011.
At the same time, the Management Board of the Company informs that the
execution of the agreements on the take up of subscription warrants
referred to above satisfies one of the conditions precedent set out in
the Investment Agreement.
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