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MESSAGE (ENGLISH VERSION) | |
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Conclusion of an annex to Investment Agreement of November 15, 2010
The Management Board of Cyfrowy Polsat S.A. (the "Company") hereby
informs that on December 28, 2010, the annex No. 1 (“the Annex”) to the
investment agreement was executed by the Company (the „Investment
Agreement”). The Investment Agreement was disclosed by the Company in
current report No. 31/2010 of November 15, 2010.
The Annex was executed between the Company, Zygmunt Solorz-Żak (the
„Shareholder I”), Heronim Ruta (the „Shareholder II”), Karswell Limited
(the „Shareholder III”), Sensor Overseas Limited (the „Shareholder IV”)
(jointly referred to as the „Shareholders”), with the participation of
Mat Fundusz Inwestycyjny ZamkniÄ™ty („FIZ I”) and Koma Fundusz
Inwestycyjny ZamkniÄ™ty („FIZ II”).
Pursuant to the Annex, Shareholder I undertook to transfer to FIZ I, and
the Shareholder II undertook to transfer to FIZ II, their respective
rights and the liabilities under the Investment Agreement, except for
the provisions of the Investment Agreement governing, without
limitation: the representations and warranties made by the Shareholder I
and the Shareholder II on the day of executing the Investment Agreement,
some undertakings of these Shareholders and certain provisions relating
the liability of the parties to the Investment Agreement (“Assignment
and takeover of liabilities”).
The Assignment and takeover of liabilities shall be contingent on the
transfer of title to the shares held by the Shareholder I to FIZ I and
to those held by the Shareholder II to FIZ II no later than by June 22,
2011.
The parties to the Annex also resolved that in connection with the
Assignment and taking over of liabilities, they decided to make a
conditional amendment to the Investment Agreement consisting in FIZ I
and FIZ II becoming parties to the Investment Agreement alongside the
Shareholders once the condition to effect the Assignment and taking over
liabilities is met. Furthermore, the parties to the Annex introduced
conditional changes to the Investment Agreement resulting from the
accession of FIZ I and FIZ II to the Investment Agreement as parties
thereto. The amendments to the Investment Agreement concern, among other
things, the introduction of the guarantee liability of the Shareholder I
for the fulfillment by FIZ I and by the Shareholder III of all their
obligations under the Investment Agreement and the guarantee liability
of the Shareholder II for the fulfillment by FIZ II and the Shareholder
IV of all their obligations under the Investment Agreement. Furthermore,
the parties agreed that the Shareholder I and the Shareholder II will
remain responsible for the representations and warranties made in the
Investment Agreement regarding the financial and legal status of
Telewizja Polsat S.A. and its subsidiaries, and they will be obliged to
confirm these representations and warranties on the date of the transfer
of title to shares in Telewizja Polsat S.A. („Transfer of Title to Sale
Shares”). The parties also resolved to introduce the possibility of the
sale of Telewizja Polsat S.A. shares by the sellers at various dates,
but in any event no later than June 30, 2011.
The above amendments to the Investment Agreement will come into force on
the day when the Annex comes into force. At the same time, the parties
resolved to adopt the consolidated text of the Investment Agreement.
All the provisions of the Annex are contingent on the materialization of
a condition precedent, which concerns the transfer of ownership title to
the shares held by the Shareholder I to FIZ I and of those held by the
Shareholder II to FIZ II no later than by June 22, 2011.
The Annex and the Investment Agreement were considered significant as
its value exceeds 10% of the revenues for the past 4 financial.
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