Current report no.: 20/2018
Date of preparation: 2018-06-28
Abbreviated name of the Issuer: CIECH S.A.
Subject: Change in 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”), in which Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that, as a result of division of the estate left by Dr Jan Kulczyk, Ms Dominika Kulczyk no longer holds shares in the Company.
Further Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that as a result of division of the estate Mr Sebastian Kulczyk currently holds indirectly 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.
On the basis of the will of Dr Jan Kulczyk Mr Sebastian Kulczyk and Ms Dominika Kulczyk inherited (as co-owners) 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 Mr Sebastian Kulczyk and Ms Dominika Kulczyk were co-owners of 100% (say: one hundred percent) of shares in Luglio, while under Cypriot law each of them was considered to own all the shares subject to co-ownership.
In view of the above, as required under Art. 69 (4)(2) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that prior to the division of the estate referred to the Notice, each Mr Sebastian Kulczyk and Ms Dominika Kulczyk held indirectly 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.
Further, Mr Sebastian Kulczyk, as required by Cypriot, was the so called senior shareholder of Luglio having a casting vote in case of lack of agreement between the co-owners as to the manner of exercising voting rights attaching to the shares in Luglio. Consequently Mr Sebastian Kulczyk (individually) – given the status and rights of a senior shareholder – was the dominant entity of the Company within the meaning of the Act.
As a consequence of termination of joint ownership based on an Instrument of Transfer signed on 26 June 2018 Mr Sebastian Kulczyk became the sole owner of 100% (say: one hundred percent) of shares in Luglio, which prior to said date, were subject to co-ownership of Mr Sebastian Kulczyk and Ms Dominika Kulczyk. Consequently Mr Sebastian Kulczyk continues to be the dominant entity of the Company within the meaning of the Act.
Given the above, as required under Art. 69 (4)(3) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that as at the date hereof Mr Sebiastian Kulczyk 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 and Ms Dominika Kulczyk does not hold (neither directly nor indirectly) any shares in the Company.
As required under Art. 69 (4)(5) of the Act Mr Sebastian Kulczyk and Ms Dominika Kulczyk informed that Mr Sebastian Kulczyk holds 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
