Current reports
Current report no. 8/2012
Notification on transactions by persons having access to inside information and changes of share in the total number of votes
Legal basis:
Article 70 Section 1 of the Act on Public Offering – acquisition or disposal of a substantial block of shares
Article 160 Section 4 of the Act on Trading in Financial Instruments – information on transactions by persons having access to inside information
Contents of the report:
Acting pursuant to Article 70 Section 1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies of July 29, 2005 (consolidated text Dziennik Ustaw of 2009 No. 185, Section 1439, as amended) and pursuant to Article 160 Section 4 of the Act on Trading in Financial Instruments (consolidated text Dziennik Ustaw of 2010 No. 211, Section 1384, as amended) Zespół Elektrowni „Pątnów-Adamów-Konin” S.A. (the “Company”) hereby informs that on November 2, 2012 the Company received from Mr. Zygmunt Solorz-Żak, being the dominant entity of the Company and holding the position of the President of the Supervisory Board of the Company, notification on the indirect acquisition of the Company’s shares and a changes of share in the total number of votes, as follows:
Based on Article 70, point 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text, Journal of Laws of 2009 No. 185, item 1439 as amended) and based on Article 160 section 4 of the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text, Journal of Laws of 2010 No. 211, item 1384 as amended) Zespół Elektrowni „Pątnów-Adamów-Konin” S.A. ("Company") notifies that on November 2, 2012 the Company received from Zygmunt Solorz-Żak, a Company dominant entity and Chairman of the Company Supervisory Board, a notification on indirect acquisition of shares and change of share in general number of votes in the Company, reading as follows:
With relation to my function as a Chairman of the Supervisory Board of Zespół Elektrowni „Pątnów-Adamów-Konin” S.A.("Company") and increase in my indirect share in the general number of votes in the Company, pursuant to Article 69 section 1 point 1 in conjunction with Article 69a section 1 point 3 and Article 87 section 5 point 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text, Journal of Laws of 2009 No. 185, item 1439 as amended; "Act on Offering") and pursuant to Article 160 section 1 point 1 in conjunction with Article 160 section 2 point 4(b) of the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text, Journal of Laws of 2010 No. 211, item 1384 as amended; "Act on Trading") I hereby notify that the company which is indirectly my subsidiary, Embud Sp. z o.o., closely related to me in the meaning of Article 160 section 2 point 4(b) of the Act on Trading, acquired shares of the Company, which resulted in the increase of my indirect share in the general number of votes in the Company.
The increase of my indirect share in the general number of votes in the Company took place on October 29, 2012 as a result of the settlement of the subscription for shares submitted by Embud Sp. z o.o., the company which is indirectly controlled by me, as part of the initial public offering of the shares of the Company. As a result of the above transaction Embud sp. z o.o. acquired 443,101 series A1 ordinary shares of the Company for the price of PLN 26.20 each.
Directly prior to the acquisition of 443,101 ordinary shares of the Company by Embud Sp. z o.o. as part of the initial public offering of the shares of the Company, I indirectly held 25,757,766 ordinary shares of the Company in total, which shares constituted 49.51% of the share capital of the Company and entitled to 25,757,766 votes during the general shareholder meeting of the Company, constituting 49.51% of the general number of votes in the Company, and were composed of: (a) 196,560 ordinary shares of the Company constituting 0.38% of the share capital of the Company, which entitled to 196,560 votes during the general shareholder meeting of the Company, constituting 0.38% of the general number of votes in the Company held by Elektrim S.A., my indirect subsidiary, (b) 5,366,130 ordinary shares of the Company constituting 10.31% of the share capital of the Company, which entitled to 5,366,130 votes during the general shareholder meeting of the Company, constituting 10.31% of the general number of votes in the Company held by Embud sp. z o.o., my indirect subsidiary, and (c) 20,195,076 ordinary shares of the Company constituting 38.82% of the share capital of the Company, which entitled to 20,195,076 votes during the general shareholder meeting of the Company, constituting 38.82% of the general number of votes in the Company held by Polsat Media B.V., my indirect subsidiary.
At present, as a result of the acquisition of 443,101 shares of the Company by Embud Sp. z o.o. as part of the initial public offering of the shares of the Company I indirectly hold 26,200,867 ordinary shares of the Company in total, which shares constitute 50.36% of the share capital of the Company and entitle to 26,200,867 votes during the general shareholder meeting of the Company, constituting 50.36% of the general number of votes in the Company, and are composed of: (a) 196,560 ordinary shares of the Company constituting 0.38% of the share capital of the Company, which entitle to 196,560 votes during the general shareholder meeting of the Company, constituting 0.38% of the general number of votes in the Company held by Elektrim S.A., (b) 5,809,231 ordinary shares of the Company constituting 11.16% of the share capital of the Company, which entitle to 5,809,231 votes during the general shareholder meeting of the Company, constituting 11.16% of the general number of votes in the Company held by Embud sp. z o.o., and (c) 20,195,076 ordinary shares of the Company constituting 38.82% of the share capital of the Company, which entitle to 20,195,076 votes during the general shareholder meeting of the Company, constituting 38.82% of the general number of votes in the Company held by Polsat Media B.V.
Except for the aforementioned entities I have no other subsidiaries which hold shares of the Company.
I am not a party to any agreements covering the transfer of rights to votes under the shares of the Company in the meaning of Article 87 section 1 point 3(c) of the Act on Offering.
I hereby agree for the Company to provide data, including my personal details and information on Embud sp. z o.o., in order to comply with the obligation referred to in Article 160 section 4 of the Act on Trading.
Legal basis: Article 70 Section 1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies and Article 160 Section 4 of the Act on Trading in Financial Instruments.
Signatures of persons representing the company:
Anna Striżyk – Vice President of the Management Board
Karol Sobczak – Proxy