Announcement.

ROTOPINO.PL SA (20/2018) Announcement of the intention to purchase shares by way of forced buyout

Legal basis: Article 17 para. 1 MAR - confidential information.
The Management Board of Rotopino.pl (hereinafter "Issuer") informs that on 13 December 2018, the Issuer's shareholder - TIM S.A, acting through the intermediary of Dom Maklerski Banku Handlowego in accordance with art. 82 par. 1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (hereinafter the "Offer Act"), announced a mandatory buyout of the Issuer's shares held by all other shareholders (hereinafter "Minority Shareholders") .
The entity purchasing all shares subject to compulsory purchase will be exclusively TIM S.A.
The subject of compulsory purchase are all shares of Minority Shareholders ("Redeemed Shares"), ie 87,249 (in words: eighty-seven thousand two hundred and forty-nine) ordinary bearer shares with a nominal value of PLN 0.10 (say: ten groszy) each, entitling their holders jointly to exercise 0.87% of the total number of votes at the general meeting of the Issuer. The purchased shares are dematerialized and registered in the National Depository of Securities S.A. under ISIN PLMRKTC00010. The shares are traded on the NewConnect market - an alternative trading system operated by the Warsaw Stock Exchange SA.
The redemption day was established on December 18, 2018, and the redemption price of one Redeemable Share is PLN 3.30 (say: three zlotys and thirty groszy) and meets the conditions set out in Art. 79 paragraph 1-3 in conjunction from art. 82 par. 2 of the Act on the offer. On the day of purchase, the Minority Shareholders covered by the buyout will be deprived of the rights from the shares, which will be effected by recording these shares on the Issuer's securities account. Detailed conditions of compulsory buy-out have been included in "INFORMATION ABOUT INTENTING TO PURCHASE THROUGH THE ROTOPINO.PL SPÓŁKA AKCYJNA AKCYJNA AKIIJOWE AKTYJNY SPÓŁKA SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN BYDGOSZCZ ON THE ROAD OF FORCE FORMATION" prepared in accordance with the requirements specified in the Regulation of the Minister of Finance of November 14, 2005 in the matter of acquiring shares of a public company by way of a mandatory buyout, constituting an attachment to this current report.

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    INFORMATION ABOUT INTENTING THE ACQUISITION OF A JOINT STOCK COMPANY
    AKCJI SPÓŁKI ROTOPINO.PL SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN BYDGOSZCZ
    ON THE WAY OF FORCED FORMULA


    1. The content of the request, with an indication of its legal basis.

    As a result of the conclusion on September 18, 2018 of the purchase of 2,499,111 shares in Rotopino.pl
    SA with its registered office in Bydgoszcz, at ul. Towarowa 36, ​​85 -746 Bydgoszcz, entered in the register
    entrepreneurs by the District Court in Bydgoszcz, XIII Commercial Division of the National Court Register, under
    number KRS 0000 300709 ("Company"), TIM SA with its registered office in Wrocław, at ul. insurgents
    Sl. 2 -4, 53 -333 Wrocław, entered into the Register of Entrepreneurs by the District Court for
    Wrocław -Fabryczna, VI. He saw the business of the National Court Register under the number 00000 22407 ("the Claimant
    Sales) increased its interest in the share capital of Rotopino.pl SA from 74.1 1%
    up to 99.1 0%. The settlement of the transaction referred to above took place on 20 September 2018.
    Currently, TIM SA holds 9 912 751 shares of the Company, which constitutes a share of 99.13% in capital
    company's share in the total number of votes at the General Meeting of the Company ("General
    Accumulation ").
    The remaining shareholders of the Company ("Minority Shareholders") hold a total of 87,249
    (eighty-seven thousand two hundred and forty-nine) shares of the Company, which represent 0.87%
    (eighty seven hundredth percent) of the share capital and entitle to exercise
    87 249 (eighty-seven thousand two hundred and forty-nine votes), answering
    0.87% (eighty-seven hundredth percent) of the total number of votes at the General Meeting
    ("Actions").

    In relation to the above, I am a Selling Seller, holding 9 912 751 (nine million
    nine hundred and twelve thousand seven hundred and fifty-one) shares of the Company, which is a share in
    99.13% in the total number of votes at the General Meeting (see point 10 of this
    dokume ntu), he hereby demands that Minority Shareholders sell all of them
    shares held by them.

    This demand for the sale of Shares ("Compulsory Buyout") is announced on the basis of art. 82
    paragraph. 1 of the Act of 29 July 2005 on public offer and entry conditions
    financial instruments to an organized trading system and on public companies
    (consolidated text, Journal of Laws of 2018, item 512) ("Act on Offerings") and the Regulation of the Minister
    Of Finance of November 14, 2005 regarding the purchase of shares of a public company en route
    compulsory purchase (Journal of Laws No. 229, item 1948) ("Regulation"), i.e.
    demands by a shareholder of a public company that together with its subsidiaries or
    to him and the parties that are parties to the agreement in question
    in art 87 par. 1 point 5 of the Act on Public Offering, it has reached or exceeded 90% of the total number of votes in this
    the company, selling all shares held by the remaining shareholders
    company.

    2. Name and surname or company (name), place of residence (registered office) and address
    requesting a sale.

    Company (name): TIM Spółka Akcyjna ("Requesting Sales")
    Head office: Wrocław
    Address: ul. Insurgents Śl. 2 -4, 53 -333 Wrocław

    3. First and last name or fir has (name), place of residence (registered office) and address
    purchasing entity.

    The only entity purchasing the Shares is the Selling Shareholder.


    Company (name): TIM Spółka Akcyjna
    Head office: Wrocław
    Address: ul. Insurgents Śl. 2 -4, 53 -333 Wrocław

    4. The company, registered office, address and telephone, fax and e-mail address
    intermediary.

    Company: Dom Maklerski Banku Handlowego SA ("Intermediary Body")
    Head office: Warsaw
    Address: ul. Senatorska 16, 00 -923 Warsaw
    Phone: (+48 22) 690 39 44
    Fax: (+48 22) 690 39 43
    E-mail address: [email protected]
    Website: www.dmbh.pl

    5. Designation of shares subject to compulsory buy-out and their number and type, from
    an indication of the number of votes at the general meeting to which one entitles
    share of a given type, the amount of the company's share capital and its total number
    action.

    There is 87,249 (eighty-seven thousand two hundred
    forty-nine) ordinary bearer shares of the Company, which represent 0.87% (eighty
    seven hundred percent) of the Company's share capital and entitle to 87 249 (eighty
    seven thousand two hundred and forty-nine) votes at the General Meeting,
    representing 0.87% (eighty-seven hundredth of a cent) of the total number of votes per
    General Meeting.

    The shares are admitted and introduced to trading in the alternative trading system
    organized by the Warsaw Stock Exchange ("New Connect"),
    dematerialized, registered in the National Depository of Securities SA
    ("KDPW") and designated by the National Depository for Securities with the ISIN code: PLMRKTC00010.

    One Action subject to this Forced Redemption corresponds to 1 (one) vote at the General
    Meeting.

    The Company's share capital is PLN 1,000,000 (one million) zlotys and is allocated to
    10,000,000 (ten million) shares with a nominal value of PLN 0.10 (ten groszy) each.

    6. Percentage of votes from shares subject to compulsory purchase and
    the corresponding number of shares.

    Information on the percentage of votes attached to the Shares subject to Compulsory Buyout and
    the corresponding number of Shares is in item 5 of this Forced Document
    Redemption.

    7. Defining the proportions in which the shares will be acquired by each entity -
    if the shares are to be acquired by more than one entity.

    Not applicable.

    8. The buy-out price, determined separately for each type of the same
    rights to vote - if the shares are subject to compulsory buyout
    they differ in terms of the number of votes at the general meeting, to which
    entitles and shares of a given type.



    The redemption price is PLN 3.30 (in words: three zlotys and thirty groszy) for one Share ("Price
    Redemption ").

    All Shares subject to Compulsory Buyout entitle to the same number
    votes at the General Meeting.

    9. The price, determined in accordance with art. 79 paragraph 1 -3 of the Public Offering Act, from which it can not be
    lower buy-out price, determined separately for each of the types of shares with the same
    rights to vote - if the shares are subject to compulsory buyout
    they differ in terms of the number of votes at the general meeting, to which
    authorizes the action of a given type, with an indication of the basis for determining this price.

    The price offered for one Share is equal to the minimum price prescribed by law, a
    in particular, it complies with the conditions foreseen in art. 79 paragraph 1-3 in connection with art. 82
    paragraph. 2 of the Public Offering Act:

    (i) The Redemption Price is not lower than the average market price for the 3 and 6 months
    preceding the declaration of Forced Redemption:

     The arithmetic mean of the average volume-weighted daily price prices for the market
    trading for a period of three months before the start of the Forced Buyback in mode
    specific Article 82 par. 5 of the Public Offering Act is PLN 2.9642566.

     The arithmetic mean of average volume-based daily market prices
    trading for a period of 6 months prior to the start of the Forced Buyback in mode
    specific Article 82 par. 5 of the Public Offering Act is PLN 3,1237,072.

    (ii) The Redemption Price is not lower than the highest price that the Customer has paid for one share of the Company
    Sales in the last 12 months before the start of the Forced Redemption, which amounts to
    PLN 2.94 (in words: two zloty ninety four grosz). Other subsidiaries of the demanding party,
    entities that are in charge of the Requesting Sale, or entities that are parties to the contract concluded with
    The demanding sale of the agreement referred to in art. 87 par. 1 point 5 of the Act on Public Offering, no
    acquired shares of the Company in the period of 12 months prior to the start of the Compulsory Redemption in
    the procedure specified in art. 82 par. 5 of the Public Offering Act.

    10. Percentage of votes from shares and the corresponding number of shares
    he owns the sales demand himself.

    The demanding Sales currently has 9 912 751 (nine million nine hundred and twelve
    thousand seven hundred fifty one) shares of the Company, representing 99.13% (ninety
    nine percent and 13/100) of the Company's share capital entitling to exercise
    9,912 751 (nine million nine hundred and twelve thousand seven hundred and fifty t one)
    votes at the General Meeting, representing 99.13% (ninety-nine and
    13/100 percent) of the total number of votes at the General Meeting.

    11. Indication of subsidiaries of the demanding party or for him
    dominant and entities that are parties to the agreement concluded with it,
    referred to in art. 87 par. 1 point 5 of the Offer Act, and the type of connections
    between these entities and the demanding seller - if you are requesting a sale
    reached together with these entities the number of votes from the share entitling to
    forced buyout.

    Not applicable.



    12. Percentage of votes from shares and the corresponding number of shares it holds
    each of the entities referred to in point 11.

    Not applicable

    13. Starting compulsory buy-back day.

    Compulsory Buyout will start on December 13, 2018.

    14. Redemption day.

    The Redemption Date was established on December 18, 2018.

    15. An instruction that the owners of dematerialized shares in accordance with the provisions of the Act
    of 29 July 2005 on trading in financial instruments will be deprived of
    its rights from shares by subscribing for shares subject to the redemption
    compulsory purchase on the buyer's securities account.

    In accordance with the Act of July 29, 2005 on trading in financial instruments on the Maturity Date
    (ie December 18, 2018), Minority Shareholders will be deprived of the rights from the Shares, which
    will take place by way of enrollment of the Shares subject to Compulsory Buyout on the invoice
    Securities of Requested Sales.

    16. Place and date of issuing shares subject to compulsory purchase by them
    owners with instructions that they may be deprived of their rights from the shares
    by invalidating the share document in the mode specified in the Regulation
    Minister of Finance of November 14, 2005 regarding the purchase of shares in the company
    public by way of compulsory purchase - in the case of actions in the form
    document.

    Not applicable - Compulsory Redemption does not include actions in the form of a document.

    17. Place, date and method of payment for the shares purchased.

    The payment of the Redemption Price for the Shares will take place on the Redemption Date specified in point 14 of this
    of the Forced Buyback (ie December 18, 2018) by transferring to bills
    each of the Minority Shareholders of the relevant amounts, each time
    the product of the number of shares held (recorded on the securities account or in
    register of the issue sponsor) by a given Shareholder for a Minority and Redemption Price
    specified in item 8 of this Forced Buyback Order, ie PLN 3.30 (three zlotys)
    thirty cents) for one Action.

    The payment for the Shares will be made in accordance with applicable law, including
    appropriate KDPW regulations.

    18. A note about the submission of authenticated copies to the intermediary
    deposit certificates or share documents or certificates issued on
    proof of submitting shares to a notary, a bank or an investment firm,
    confirming the achievement of the number of votes from the share entitling to
    forced buyout.

    The Selling Shareholder owns 9 912 751 shares of the Company, of which 7 062 751 shares (seven
    million sixty two thousand seven hundred fifty one) are actions


    dematerialized, ordinary bearer, admitted to trading on New Connect and
    they are marked with the ISIN code: PLMRKTC00010, registered in the National Depository of Securities
    Valuable and recorded on the securities account kept by the Entity
    Intermediary. The Intermediary Body issued, in accordance with the request of the Seller, and
    he accepted a deposit certificate for 7 062 751 (seven million)
    sixty two thousand seven hundred and fifty one) shares of the Company. Other shares in the number
    2,850,000 (two million eight hundred and fifty thousand) are material, ordinary shares
    bearer shares, in the form of series C shares with the numbers 7 150 001 -10 000 000
    ("Non-materialized shares"). The Selling Shareholder submitted Non-Transferred Shares to
    deposit maintained by an Intermediary.


    19. A note about the establishment of the collateral referred to in art. 82 par. 4 acts,
    for a period not less than until the end of the payment date, with the indication of c
    the payment will be made using this security in accordance with § 6 para. 2.

    The required security referred to in art. 82 par. 4 of the Public Offering Act, it has been
    established by the Requesting Sale in the form of a blockage of cash on the account
    with money from the Requesting Sale conducted by the Intermediate Bodies.
    Total amount of the above-mentioned collateral on the day of the Compulsory Invitation
    The buyout is not lower than 100% of the value of all purchased Shares being subject
    Forced Redemption, calculated for the Redemption Price specified in item 8 of this
    Forced Redemption Document.

    In connection with the above, the payment of the Redemption Price as part of the P rump Buyout will take place from
    using the security provided.


    Content was translated automatically.

Source: company website, investor relations, current and periodic reports.

ALL COMPANY ANNOUNCMENTS
Company information
Company name:Rotopino.pl SA
ISIN:PLMRKTC00010
NIP:953-24-72-649
Adress: ul. Towarowa 36 85-746 Bydgoszcz
Phone:+48 52 3654142
website:www.rotopino.pl

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