| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 30 | / | 2011 |
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| | Date of issue: | 2011-03-30 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | KERNEL HOLDING S.A. | |
| | Subject | | | | | | | | | | |
| | THE OFFERING OF SHARES TO INSTITUTIONAL INVESTORS | |
| | Official market - legal basis | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
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Kernel Holding S.A. ("Kernel" or the "Company") announces its intention to issue approximately five million new ordinary shares of the Company through an offering (the "Offering") to institutional investors. The Company intends to use the proceeds of the Offering principally to finance the Company's growth strategy, including potential acquisitions.
The Offering will be conducted through an accelerated bookbuild. The bookbuild is now open and is expected to close on or around 18:00 London time, Thursday 31 March, 2011. It is anticipated that the issue price for the Offering and the allocations to institutional investors will be announced on or around Friday 1 April, 2011. Allottees in the Offering will receive shares on or around Wednesday 6 April, 2011.
In order to effect this, Namsen Limited, a company controlled by Andrey Verevskyy, which as of the date hereof holds approximately 40% of the issued share capital of the Company, will lend shares in Kernel for the purposes of settlement to ensure that allottees in the Offering can receive and trade their allocations immediately after settlement. Subsequently there will be Extraordinary General Meeting ("EGM") held for the purposes of issuing an equivalent amount of new shares of the Company to Namsen Limited. The EGM notice will be issued on completion of the bookbuild. The proposed transaction has the same structure as that successfully completed by Kernel in April 2010. Namsen Limited intends to grant an irrevocable undertaking to vote in favour of the resolution relating to the new issue at the EGM. The issuance of the new shares to Namsen is subject to approval by EGM.
ING Bank NV, London Branch and ING Securities S.A. ("ING") will act as Bookrunners in the Offering. ING will accept subscription orders only from those investors eligible to participate in the Offering. The Offering is to institutional investors only and as such may only be acquired by certain investors, that is:
• qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC),
• other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the Euro quoted by the National Bank of Poland for the day on which that price is determined).
Namsen is subject to a contractual lock-up established in connection with a transaction completed in June 2010. In order to facilitate the settlement of this transaction via the envisaged stock lend by Namsen Limited, ING has agreed to temporarily suspend this lock-up. After the transaction the lock-up will continue on its original terms until December 2011. The Company will be subject to a six month lock-up.
Legal basis: Article 56.1 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, as amended.
Signatures of authorized representatives:
Patrick Conrad Anastasia Usachova
This announcement (and the information contained herein) shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for securities in any jurisdiction where such activity is unlawful.
It is not directed to, or intended for distribution to or use by, any person or entity located in any jurisdiction where such distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.
In Poland, the offering of securities described in this announcement is addressed solely to qualified investors, within the meaning of article 8 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005, and within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), and to other investors each of whom acquires securities of a value (calculated on the basis of the offer price) of at least the zloty equivalent of EUR 50,000 (calculated at the mid exchange rate for the euro quoted by the National Bank of Poland for the day on which that price is determined).
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale in the United States or to US persons and no public offering of securities is being made in the United States or to US persons. This announcement may not be distributed or published, directly or indirectly, in or into the United States.
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