Current report number: 30/209
Data: 19 November 2019
Legal basis: Art. 17 (1) of the MAR Regulation
The Management Board of OEX S.A. with registered office in Warsaw (‘Company’) would like to advise whom it may concern about the commencement of the purchase of its treasury shares in relation with the adoption on 19 November 2019 of a resolution of the Management Board of the Company on the adoption of terms and conditions of acquisition of treasury shares under the power of attorney granted by the General Meeting of Shareholders of OEX S.A. pursuant to Resolution No. 21 of the Ordinary General Meeting of Shareholders of OEX dated 25 June 2019 on authorising the Company’s Management Board to acquire treasury shares of OEX S.A. for their redemption or further sale.
The full text of the Company’s share purchase offer under the plan (‘Offer’) is appended hereto as an Annex. The Offer will be published on the Company’s website (http://oex.pl/ in section ‘Relacje Inwestorskie’ [Investor Relations]) and at the website of the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie (https://bm.santander.pl/).
The subject matter of the Offer is not more than 421,052 (say: four hundred and twenty-one thousand and fifty-two) ordinary bearer shares in the Company, coded as ISIN PLTELL000023, with the nominal value of PLN 0.20 each, issued by the Company, dematerialised and registered by the National Depository for Securities, constituting not more than 5.27% of the Company’s share capital and entitling to the exercise of not more than 4.49% of the total number of votes at the General Meeting of Shareholders (‘Shares’).
Under the Offer, the Company will acquire the Shares in the OTC system and proportionally, i.e. in case the total number of Shares covered by all the Share sale offers (‘Share Sale Offer’) made within the prescribed reception deadline is higher than 421.052 (say: four hundred and twenty-one thousand and fifty-two), the Company will make a proportional reduction of the number of Shares covered by the Share Sale Offer made by the Company’s shareholders.
The Share purchase price offered is PLN 19.00 (say: nineteen Polish zlotys) per Share.
The Share purchase will be made in accordance with the following time schedule:
The entity serving as an intermediary in the Share acquisition proceedings and settlement under the Offer is brokerage firm Santander Bank Polska S.A. – Santander Biuro Maklerskie, al. Jana Pawła II 17, 00-854 Warszawa. Shareholders authorised to sell the Shares under the Offer may make the Share Sale offers in the branches of Santander Bank Polska S.A. listed in Annex No. 1 to the Offer (‘Client Service Outlets’), on banking days from Monday to Friday, during the normal working hours of the Client Service Outlets.
The Company’s Management Board reserves the right to terminate the Offer irrespective of the time schedule adopted and to resign from the Share acquisition in whole or in part.
The Offer does not constitute a call to subscribe for the sale or exchange of shares as mentioned in Art. 73 et sub. of the Act of 29 July 2005 on public offering and on conditions of introduction of financial instrument into the organised trading system and on public companies (Journal of Laws Dz.U.2019.623, as amended). In particular, the Offer shall not be subject to the provisions of Art. 77 and Art. 79 of the said Act and the provisions of the Regulation of the Minister of Development and Finance of 14 September 2017 on templates of calls to subscribe for the sale of exchange of shares in public companies, detailed call announcement manners and share acquisition terms and conditions under such calls (Journal of Laws Dz.U.2017.1748). The Offer does not constitute an offer within the understanding of Art. 66 of the Act of 23 April 1964 Civil Code (Journal of Laws Dz.U.2019.1145 as amended). The Company announced the purchase of its treasury shares in the form of an Offer, considering the Company’s public status and in order to ensure equal treatment of the Shareholders.
The Offer must not be treated as investment, legal or tax advice. As regards any matters related to the offer, the Company’s shareholders should use the advice of entities providing consulting services on investments and legal or tax regulations.
Annex – Full text of the Offer
Member of the Management Board – Tomasz Słowiński
Member of the Management Board – Artur Wojtaszek