STALPRODUKT S.A. Acting pursuant to an Authorization granted by the Extraordinary General Meeting of Shareholders of Stalprodukt S.A. (Resolution No XXXII/5/2015 dated 17 November 2015 regarding the Company's purchase of its own shares), the Stalprodukt S.A. Management Board (the 'Company'), herewith, discloses to the public the content of the 'Invitation to Submission of Tenders for the Sale of Dematerialized Registered Preference Shares of Stalprodukt S.A.'
This document is not a call for the submission of sale or exchange offers, referred to in art. 72 and the following paragraphs of the Act on Public Offers and Terms of Financial Instruments Introduction to Organized Trading and Public Companies as of 29 July 2005 (consolidated text Journal of Laws 2013,item 1382) ('Public Offer Act'). And the following provisions, in particular, do not apply to this document: art. 77 and 79 of the Public Offer Act, Minister of Finance's Ordinance dated 19 October 2005 regarding Specimen Calls for the Sale or Exchange of Shares of a Public Company, Details of Announcements and Terms of Share Purchasing under such Calls (Joural of Laws No 207, item 1729 as amended) ('Ordinance'). The Invitation shall not be carried out pursuant to the Commission's Regulation No 2273/2003 dated 22 December 2003, executing the EU Parliament and Council's Directive 2003/6/EC, regarding the exemptions for buy- back programmes and stabilisation of financial instruments. This document shall not be viewed, either, as an offer in the understanding of art. 66 of the Civil Code as of 23 April 1964, (Journal of Laws Nr 16, item 93 as amended.) ('Civil Code'). This document does not constitute a purchase offer and the same does not solicit the sale of any securities in any states, in which the submission of such an offer or such sale solicitation would be contrary to law or would require the issuance of any permits, notifications or registration. This document does not constitute any investment, legal or tax advice.
(joint stock company based in Bochnia at ul. Wygoda 69, 32-700 Bochnia, registered in the Register of Entrepreneurs of the National Court Register as 0000055209)
The present Invitation to Submission of Tenders for the Sale of Shares (hereinafter referred to as 'Invitation' or 'Invitation to Submission of Tenders for the Sale of Shares'), regarding the dematerialized registered preference shares of the Stalprodukt S.A. Company based in Bochnia at ul. Wygoda 69, 32-700 Bochnia ('Company') was prepared and published on 20 November 2015 in connection with the Resolution of the Extraordinary General Meeting of Shareholders of Stalprodukt S.A., No XXXII/5/2015 dated 17 November 2015 regarding the Company's purchase of its own shares with a view to redemption, and also in connection with the Resolution of the Comapny's Management Board No 26/2015 dated 18 November 2015.
The Invitation shall be carried out exclusively in the territory of the Republic of Poland. Outside the borders of the Republic of Poland, the present invitation may not be treated as a basis for the performance of activities indicated herein.
The present Invitation did not require any approval and was not approved by any court, office, agency or institution, including the Financial Supervision Authority or Warsaw Stock Exchange in Warsaw S.A.('WSE'), and the same shall not act, either, as an object of application for any registration or approval by any court, office, agency or institution.
The brokerage house: Dom Maklerski Banku Handlowego S.A. based in Warsaw ('DMBH') shall be the agency intermediating in the Company's purchasing of its own shares.
The content of the present Invitation was disclosed by the Company via the Polish Press Agency and also in the Current Report No 15/2015 dated 20 November 2015 and the same is available on the Company's webpage: www.stalprodukt.com.pl under the tab: 'Relacje Inwestorskie/ Investors'. The content of the present Invitation is also available on the DMBH webpage: www.dmbh.pl under the tab: Aktualności/ News. Any further updates of the Invitation's content shall be published in the same mode as the Invitation itself.
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LEGAL BASIS OF THE COMPANY'S PURCHASE OF SHARES
The program for the purchase of the Company's own shares ('Program') is carried out pursuant to the Authorization granted to the Management Board in the Resolution No XXXII/5/2015 of the Extraordinary General Meeting of Shareholders of Stalprodukt S.A. as of 17 November 2015 ('Resolution', 'Authorization') and Resolution of the Company's Management Board No 26/2015 dated 18 November 2015, regulating the detailed rules for the own-shares purchases.
The goal of the present program is the redemption of the purchased shares to be achieved through the reduction of the Company's share capital.
The exclusive object of the purchase within the Program are fully paid-up, registered, preference shares of the A, B and E series, dematerialized ones, not traded on the regular market, designated with the code ISIN PLSTLPD00025 assigned by the National Depository for Securities S.A. based in Warsaw ('Shares').
Pursuant to art. 362 par. 1 subpar. 5 and par 8 in connection with art. 393 par. 6 of the Code of Commercial companies, the Resolution of the Extraordinary General Meeting of Shareholders defines that:
Only the Company's fully paid-up registered preference shares of A, B and E series can become the object of purchase, provided that the same are dematerialized and are subject to trading on the regulated market, were designated with the code ISIN PLSTLPD00025 assigned by the National Depository for Securities based in Warsaw ('Shares'). ,
The maximum number of Shares which can be acquired by the Company within the Program is 1,075,000 (in words: a million seventy-five thousand), which, including the Company's own shares already staying in its possession in the number of 69,733 items, accounts for 17.2 % of the Company's share capital. At no moment, during the Program implementation process, shall the nominal value of the Company's own shares, purchased by the Company pursuant to the Authorization, and the shares already staying in the Company's possession, exceed 20% of the Company's share capital.
The purchase price per Share within the Program amounts to PLN 250.00 (in words: two hundred fifty zlotys). The total purchase price to be paid for the Shares being purchased within the Program, increased by their purchase-related cost, shall not exceed PLN 270,000,000,00 (in words: two hundred seventy million zlotys).
The purchase of the Shares within the Program may take place in a period no longer than within 10 June 2016, provided that the purchase shall be effected in 3 tranches during the above mentioned period, on the dates and under the terms and conditions defined by the Company's Management Board in execution of the Authorization arising from the present Resolution. The tranches, referred to above, shall be purchased at minimum 60-day intervals. In each of these periods the Company shall buy its own shares, accounting for not more than 10% of the total number of votes at the General Meeting of Shareholders.
The Shares purchases under the Program shall be carried out outside the regulated market, run by the Warsaw Stock Exchange S.A. The detailed terms and conditions of the
Program have to be disclosed, at least, in a current report and respective announcements at the customer's service center run by the entity involved in the Program implementation.
The purchase of Shares pursuant to the Authorization shall be made proportionally, which means that in the event if the total number of the Company's shares, covered by all the sale offers submitted at a time appropriate for their acceptance, is higher than the total number of the Company's shares intended to be purchased by the Company pursuant to the Authorization or within a given implementation stage of the Authorisation, the Company shall proportionally reduce the number of the shares covered with the sale offers submitted by the Company's Shareholders.
Purchasing Shares pursuant to the Authorization shall be financed with the Company's own resources.
In order to finance the purchase of the Shares pursuant to the Authorization, in compliance with the provisions of art. 396 par. 4 and 5 in connection with art. 362 par. 2 subpar. 3 and art. 348 par. 1 of the Code of Commercial Companies, the General Meeting of Shareholders decided upon the formation of a reserve capital, appropriated for the financing of the purchase of the Shares, to be acquired by the Company within the Program, and for the settlement of the purchase-related costs amounting to the total of PLN 270,000,000.00 (in words: two hundred seventy million zlotys).
The Company's Management Board is authorized to undertake any factual and legal actions aimed at the implementation of the Program and purchase of the Shares in compliance with the stipulations of the present Resolution and applicable law provisions, including, in particular, laying down detailed rules governing the purchase of the Shares within the scope not provided for herein, as well as concluding an agency agreement, regulating the purchase of the Shares within the Program, with an investment company (brokerage house) selected by the Company's Management Board.
The Company's own shares purchased by the Company shall be redeemed through the reduction of the Company's share capital. In order to redeem the Company's own shares, the Management Board shall convene a General Meeting of Shareholders with the agenda containing, at least, the adoption of resolutions regarding the redemption of Shares and reduction of the Company's share capital.
The maximum number of shares, which may be purchased by the Company within the Program, amounting to 1,075,000 items, including the Company's own shares already staying in its possession in the number of 69,733 items, accounts for 31.94% of the total number of votes at the Company's General Meeting.
In accordance with the procedure described in par. 8 of the present Invitation, only the correctly submitted sale offers shall be admitted to the purchase, i.e. the ones submitted by the Shareholders, who have obtained the consent of the Management Board for the transfer of the shares ownership titles under the rules laid out in the Company's Articles of Association. ('Condition').
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SHARES REFERRED TO IN THE INVITATION
The present Invitation exclusively refers to the Company's fully paid-up registered preference shares of A, B and E series, dematerialized, not subject to trading on the regular market, designated with the code ISIN PLSTLPD00025 assigned by the National Depository for Securities based in Warsaw.
The present Document is the first invitation to submission of tenders for the sale of Shares within the framework of the Program. The Present Invitation was prepared by the Company's Management Board, which acts towards the execution of the Authorization. Any further invitations to submission of tenders for the sale of shares to be issued within the Program, shall be disclosed to the public in the same mode as the present Invitation.
The maximum number of Shares, which may be acquired by the Company under the present Invitation, amounts to 358,400 (in words: three hundred fifty-eight thousand four hundred), which accounts for 5.33 % share in the Company's share capital and authorises to casting 1,792,000 (in words: a million seven hundred ninety-two thousand) votes at the Company's General Meeting, accounting for 10.00 % of the total number of votes at the Company's General Meeting.
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AGENCY INTERMEDIATING IN THE SHARES PURCHASE AND CLEARANCE UNDER THE INVITATION
Company name and its legal status:
Brokerage House:
Dom Maklerski Banku Handlowego S.A.
Address:
ul. Senatorska 16, 00-923 Warszawa
Telephone No:
+48 22 690 39 44
Fax No:
+48 22 690 39 43
E-mail
dmbh@citi.com
- THE NUMBER OF THE COMPANY'S OWN SHARES HELD BY THE COMPANY TOGETHER WITH ITS PARENT AND SUBSIDIARY ENTITIES AS OF THE INVITATION ISSUANCE DAY AND THE NUMBER OF THE COMPANY'S OWN SHARES THAT THE COMPANY, ITS PARENT AND SUBSIDIARY ENTITIES INCLUSIVE, INTENDS TO AQUIRE UNDER THE INVITATION AND OWN-SHARES PURCHASE PROGRAM
As of the Invitation issuance day, the Company holds, jointly with one of its subsidiary entities, 69,778 of its own shares. As a result of the Invitation procedure, the Company intends to acquire the total number 428,178 of its own shares, accounting for 6.37 % of the Company's share capital and authorising to 2,140,710 votes, accounting for 11.94 % of the total number of votes at the Company's General Meeting.
As a result of the own-shares purchase Program, the Company, jointly with its subsidiary entities, intends to acquire a total number of 1,144,778 of its own shares, accounting for 17.02 % of the Company's share capital and authorizing to 5,723,710 votes, accounting for 31.94 % of the total number of votes at the Company's General Meeting.
At no moment, during the Program implementation process, shall the total nominal value of the Comapny's own shares purchased by the Company pursuant to the Authorization, and the shares already staying in the Company's possession, exceed 20% of the Company's share capital.
Stalprodukt S.A. does not have a parent entity.
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