Current report no.: 14/2018
Date of preparation: 2018-06-14
Abbreviated name of the Issuer: CIECH S.A.
Subject: Disclosure of shareholding status
Legal basis: Article 70 point 1 of the Act on Public Offering – acquisition or disposal of a significant block of shares
Contents of the report:
The Management Board of CIECH S.A. with its registered office in Warsaw (the “Company”) informs that today the Company received a notice from Mr Sebastian Kulczyk and Ms Dominika Kulczyk (the “Notice”), in compliance with the obligation under article 69 section 1 point 1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Journal of Laws of 2018, item 512, as amended) (the “Act”), of an indirect acquisition of the Company's shares as a result of inheritance.
According to the Notice, as a result of indirect acquisition of 26,952,052 (in words: twenty-six million nine hundred and fifty-two thousand and fifty-two) shares in the Company on 13 June 2018, Mr Sebastian Kulczyk and Ms Dominika Kulczyk exceeded the threshold of 50% (in words: fifty percent) of the total number votes at the general meeting of the Company. At the same time, Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that as a result of the indirect acquisition of the Company’s shares referred to in the preceding sentence, Mr Sebastian Kulczyk became a dominant entity of the Company.
The indirect acquisition of shares in the Company was a result of inheritance, while the shares were handed over and the constitutive entry into the Cypriot companies’ register was made on 13 June 2018.
The basis for the inheritance was the will of Dr Jan Kulczyk executed under Swiss law. The estate comprised inter alia 100% (say: one hundred percent) of shares in the company Luglio Limited (“Luglio”), a Cypriot law company, being the dominant entity of Kulczyk Investments S.A. („KI”), which holds indirectly via KI Chemistry S.à r.l. 26,952,052 (say: twenty-six million nine hundred fifty-two thousand fifty-two) shares in the Company, constituting 51.14% (say: fifty-one and fourteen hundredth percent) of the Company’s share capital and authorising to exercise 26,952,052 (say: twenty-six million nine hundred fifty-two thousand fifty-two) votes on the Company’s shareholders meeting, constituting 51.14% (say: fifty-one and fourteen hundredth percent) of the total number of votes on the Company’s shareholders meeting. In compliance with Cypriot law the acquisition of the shares in Luglio requires an entry to a relevant register and is effective as of the moment of such entry.
On 13 June 2018 in line with the certificated issued by the Ministry of Energy, Commerce, Industry and Tourism Mr Sebastian Kulczyk and Ms Dominika Kulczyk were entered into the Cypriot companies’ register as co-owners of 100% (say: one hundred percent) of shares in Luglio. In compliance with Cypriot law Mr Sebastian Kulczyk and Ms Dominika Kulczyk are co-owners of 100% (say: one hundred percent) of shares in Luglio, while under Cypriot law each of them is considered to own all the shares subject to co-ownership. Further, in line with Cypriot law, in case shares in a company are subject to co-ownership, one of the co-owners needs to be entered into Cypriot companies’ corporate register, as maintained by the company’s secretary as so called senior shareholder.
Mr Sebastian Kulczyk and Ms Dominika Kulczyk have not entered into any arrangement pertaining to the manner of exercising their rights attaching to the shares in Luglio, in particular pertaining to the exercising of voting rights. In case of lack of agreement between the co-owners as to the manner of exercising voting rights attaching to the shares, Cypriot law stipulates that the senior shareholder has a casting vote.
Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that Mr Sebastian Kulczyk is the senior shareholder of Luglio, thus Mr Sebastian Kulczyk (individually) – given the status and rights of a senior shareholder – is the dominant entity of the Company within the meaning of the Act.
As required under Art. 69 (4)(2) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that prior to the acquisition of shares referred to the Notice they did not hold (directly or indirectly) any shares in the Company.
As required under Art. 69 (4)(3) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that as at the date hereof each of them holds 26,952,052 (say: twenty-six million nine hundred fifty-two thousand fifty-two) shares in the Company, constituting 51.14% (say: fifty-one and fourteen hundredth percent) of the Company’s share capital and authorising to exercise 26,952,052 (say: twenty-six million nine hundred fifty-two thousand fifty-two) votes on the Company’s shareholders meeting, constituting 51.14% (say: fifty-one and fourteen hundredth percent) of the total number of votes on the Company’s shareholders meeting.
As required under Art. 69 (4)(5) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that they hold the Company’s shares referred to the Notice indirectly, via Luglio, KI and KI Chemistry S.à r.l. No other subsidiaries of Mr Sebastian Kulczyk or Ms Dominika Kulczyk hold shares in the Company.
As required under Art. 69 (4)(6) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that no person referred to in Art. 87 (1)(3)(c) exists.
As required under Art. 69 (4)(7) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that the number of votes calculated in line with Art. 69b (2) of the Act, to the acquisition of which Mr Sebastian Kulczyk or Ms Dominika Kulczyk would be entitled or obliged as holders of financial instruments referred to in Art. 69b (1)(2) of the Act, which are executed solely by way of pecuniary settlement is 0 (say: zero).
As required under Art. 69 (4)(8) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that the number of votes calculated in line with Art. 69b (3) of the Act, to which the financial instruments referred to in Art. 69b (1)(2) of the Act would be connected is 0 (say: zero).
Legal basis: Article 70 point 1 of the Act on Public Offering (…) – acquisition or disposal of a significant block of shares.
Signatures of individuals representing the company:
Maciej Tybura – President of the Management Board
Artur Osuchowski – Member of the Management Board
