30/2017: The Company’s position regarding planned General Meeting of RAFAKO S.A. and increase of RAFAKO S.A.’s share capital
In connection with the publication by RAFAKO S.A. of Racibórz (“RAFAKO”) of Current Report No. 26/2017 of July 26th 2017 concerning convening of the RAFAKO Extraordinary General Meeting with the agenda including a resolution to increase the company’s share capital through the issue of new shares as well as amendments to RAFAKO’s Articles of Association, the Management Board of PBG S.A. (the “Company” or “PBG”) announces as follows:
1) The Company is planning to vote the shares it holds (both directly and indirectly) in the share capital of RAFAKO in favour of the proposed resolutions and in favour of an increase of RAFAKO’s share capital through the issue of new shares in its share capital (the “New RAFAKO Shares”);
2) The Company is considering disposal of its pre-emptive rights to acquire the New RAFAKO Shares in the increased share capital of RAFAKO that the Company will be entitled to in the event that the RAFAKO General Meeting passes the resolution (the “Pre-Emptive Rights”) to an interested investor or interested investors, for a price determined through a negotiation process (the “Disposal of Pre-Emptive Rights”), and the proceeds from the Disposal of Pre-Emptive Rights would be used for repayment of the Company’s financial debt under its outstanding bonds as they fall due.
The Company’s ability to carry out these plans will be conditional on its obtaining the consent of the bondholders holding Series D through I and Series D1 through I1 bonds, and any decisions regarding: (i) the Company’s voting in favour of any resolution of the RAFAKO General Meeting that would lead to a reduction of the percentage share held by PBG (together with its subsidiary Multaros Trading Company Ltd) in the total vote at the RAFAKO General Meeting and in RAFAKO’S share capital below 50% plus one share; as well as regarding (ii) disposal of the Pre-Emptive Rights, require – in accordance with the terms and conditions of the bonds – the bondholders’ consent and issuance of a Bondholders’ Common Position regarding that matter.
The Company will shortly approach the bondholders through the Security Agent with a request that they issue the Bondholders’ Common Position under the terms and conditions of the bonds regarding their consent to the Company and Multaros taking the steps described above.
As a result of disposal by PBG of the Pre-Emptive Rights to the New RAFAKO Shares, the percentage share held by PBG together with its subsidiary in the total vote at the RAFAKO General Meeting may fall below 50% plus one share. To ensure that PBG retains its control of RAFAKO, the Company intends to obtain an individual right to appoint the majority of members of RAFAKO’s Supervisory Board, which the Company would enjoy if it retained shares (whether held directly or indirectly) representing no less than 33% of the total vote at RAFAKO’s General Meeting and of its share capital.
Despite a possible reduction of PBG’s percentage share (held directly and through the subsidiary Multaros) in the total vote at the RAFAKO General Meeting below 50% plus one share, resulting in possible loss of control of RAFAKO, following completion of the planned issue of New RAFAKO Shares, PBG will still remain RAFAKO’s main shareholder:
a) retaining an interest in RAFAKO’s share capital and total vote at the RAFAKO General Meeting (held directly and indirectly through Multaros) at a level no less than 33%; and
b) having significant influence over RAFAKO’s strategy.
The Company further announces that the question of retention of control (including de facto control) of RAFAKO and consequences of possible loss of that control are being investigated by the Company, particularly in view of the inclusion on the agenda of the RAFAKO Extraordinary General Meeting of a resolution on amendments to RAFAKO’s Articles of Association granting individual rights to PBG.
Pliki:
current report 30/2017 (.pdf - 44,81 kB)