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MESSAGE (ENGLISH VERSION) | |
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Conclusion of an Annex No. 2 to
Investment Agreement of November 15, 2010
The Management Board of Cyfrowy Polsat S.A.
(the “Company”) hereby informs about the execution on March 24, 2011 of
an Annex No. 2 (the “Annex”) to the investment agreement, concluded by
the Company on November 15, 2010, amended by Annex 1 of December 28,
2010 (the “Investment Agreement”), which was notified by the Company in
the current report No. 31/2010 of November 15, 2010 and No. 39/2010 of
December 29, 2010. In its current report No. 40/2010 of December 30,
2010, the Company announced the fulfillment of the condition precedent
concluded in Annex No. 1 of December 28, 2010 to the investment
agreement of November 15, 2010.
The Annex was concluded between the Company,
Zygmunt Solorz-Żak, Heronim Ruta, Mat Fundusz Inwestycyjny Zamknięty
(the “Seller I”), Koma Fundusz Inwestycyjny ZamkniÄ™ty (the “Seller II”),
Karswell Limited (the “Seller III”) and Sensor Overseas Limited (the
“Seller IV”) (hereinafter the “Sellers”).
The Annex provides that a portion of the
price for the shares in Telewizja Polsat S.A. (the “Sale Shares”), i.e.
PLN 2,600,000,000 in total, which is to be paid by money transfer, shall
be paid by the Company for the benefit of each of the Sellers within 48
days from the date of concluding with the given Seller of a Sale Shares
sale agreement, however, not earlier than upon the delivery of the Sale
Shares to the Company by a given Seller. The remaining part of the
price, i.e. PLN 1,150,000,003.32 in total, shall be paid by the Company
on the sale day of the Sale Shares by way of setting off the Sellers’
liabilities against the Company’s liabilities arising from the payment
by the Sellers for the shares taken up by them in the performance of the
rights attached to subscription warrants issued by the Company on the
basis of Resolution No. 6 of the Extraordinary Shareholders’ Meeting of
the Company of December 17, 2010.
Additionally, the Annex provides that the
Company shall offer to the Sellers subscription warrants authorizing
them to take up Series H Shares issued by the Company on the basis of
Resolution No. 8 of the Extraordinary Shareholders’ Meeting of the
Company of December 17, 2010 not later than within 5 days from the day
of concluding credit agreements, the funds from which are to be
allocated for, inter alia, the acquisition of the Sale Shares.
The above amendments to the Investment
Agreement came into force as of the day of the signing of the Annex by
all parties. The parties also executed the uniform text of the
Investment Agreement with amendments adopted by the Annex.
The provisions set forth in the Annex have
not been concluded subject to any condition precedent.
The Annex and the Investment Agreement have
been considered as significant as their joint value exceeds 10% of the
revenues for the past four financial quarters
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