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MESSAGE (ENGLISH VERSION) | |
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Conclusion of a significant agreement by Cyfrowy Polsat
The Management Board of Cyfrowy Polsat S.A. („Company”) hereby announces
that on 15 November 2010 an investment agreement („Agreement”) was
concluded between the Company and Zygmunt Solorz-Å»ak („Seller I”),
Heronim Ruta („Seller II”), Karswell Limited („Seller III”) and Sensor
Overseas Limited („Seller IV”) (jointly „Sellers”). The Agreement
pertains to obligating the Sellers to sell to the Company the shares of
Telewizja Polsat SpóÅ‚ka Akcyjna seated in Warsaw („TV Polsat”).
Pursuant to the Agreement the Company undertakes to buy and the Sellers
undertake to sell jointly 2,369,467 shares of TV Polsat with the par
value of PLN 100 each, constituting 100% of the share capital of the
company and 100% votes at the shareholder meeting of TV Polsat
(„Shares”) for the total price of PLN 3,750,000,003.32 („Price”).
Seller I undertakes to sell 418,530 shares for the price of PLN
662,379,983.58 PLN, Seller II undertakes to sell 73,858 shares for the
price of PLN 116,890,218.95, Seller III undertakes to sell 1,595,517
shares for the price of PLN 2,525,120,094.23, and Seller IV undertakes
to sell 281,562 shares for the price of 445,609,706.56.
The title to the shares will be transferred after meeting the conditions
specified below. The Agreement stipulates that 69.33 % of the Price for
the Shares, i.e. PLN 2,600,000,000, will be paid in the form of transfer
to the Sellers’ accounts on the date of transfer of the title to the
Shares and the remainder of the Price, i.e. PLN 1,150,000,003.32 through
setting off the Company’s receivables on account of payment for the
shares taken up by the Sellers in pursuance of the rights under
subscription warrants to be issued by the Company pursuant to the
Company’s Shareholder Meeting resolution against the Sellers’
receivables on account of payment of the remainder of the Price for the
Shares. As at the date of publication of this report the Company’s
Shareholder Meeting resolutions pertaining to conditional increase of
the share capital and pertaining to issue of subscription warrants have
not been adopted. Pursuant to the draft subscription warrant take-up
agreement, the issue price of the Company’s shares taken up for the
subscription warrants is to amount to PLN 14.37 per share. The Company’s
Management Board intends to move to the Company’s Shareholder Meeting
for adopting resolutions in the matter of conditional increase of the
Company’s share capital through issue of up to 80,027,836 ordinary
bearer shares with the issue price of PLN 14.37, in the matter of issue
of subscription warrants and exclusion of the pre-emptive right of the
existing shareholders in order to perform this Agreement.
Once again, Messrs. Zygmunt Solorz-Żak and Heronim Ruta are the members
of the Company’s Supervisory Board. TV Polsat and the Company (through
Polaris Finance B.V.) are entities controlled by Mr. Zygmunt Solorz-Żak.
The sole shareholder of Karswell Limited is Mr. Zygmunt Solorz-Żak, and
the sole shareholder of Sensor Overseas Limited is Mr. Heronim Ruta.
Polaris Finance B.V. holds 175,025,000 shares of the Company,
constituting 65.23% of the share capital and 341,967,501 of votes at the
Company’s shareholder meeting, constituting 76.38% of the total number
of votes.
The Agreement was concluded subject to the following conditions
precedent: (i) the Sellers and the Investor perform their obligations
arising out of the Agreement, (ii) the obligations pertaining to the
stabilization period envisaged in the Agreement are performed, (iii) the
Sellers and the Company conclude subscription agreements pertaining to
take-up of subscription warrants authorizing the holders to take up
shares in the Company’s share capital, (iv) the Company concludes loan
agreements for partial financing of the acquisition of the Shares in the
total amount no lower than PLN 2,600,000,000 and prior Supervisory Board
consent is obtained to establish the collateral envisaged in such
agreements, (v) the Sellers receive the TV Polsat Supervisory Board’s
consent to sell the Shares, (vi) the owners of the Shares do not
exercise their priority right to acquire the Shares, (vii) the
resolution on increasing the Company’s share capital is adopted and
registered and the resolution on issuing subscription warrants is
adopted.
The Agreement was considered significant as its value exceeds 10% of the
revenues for the past 4 financial quarters.
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