35/2017: Notification under Art. 69.1.2 in conjunction with Art. 69b.5, Art. 87.1.5 and Art. 87.5 of the Public Offering Act
The Management Board of PBG S.A. (“PBG” or the “Company”) announces that on August 15th 2017 it received a notification (attached as Appendix 1 hereto) made pursuant to Art. 69.1.2 in conjunction with Art. 69b.5, Art. 87.1.5 and Art. 87.5 of the Public Offering Actand concerning changes in major shareholdings:
1) Notifying party:Jefferies International Limited(“JIL”):
Information on the beneficial owner:
i. Jefferies International Limited, a direct subsidiary of Jefferies International (Holdings) Limited,
ii. Jefferies International (Holdings) Limited, a direct subsidiary of Jefferies Holdings II Limited,
iii. Jefferies Holdings II Limited, a direct subsidiary of Jefferies Holdings I Limited,
iv. Jefferies Holdings II Limited, a direct subsidiary of Jefferies Group LLC,
v. Jefferies Group LLC, a direct subsidiary of Limestone Merger Sub LLC,
vi. Limestone Merger Sub LLC, a direct subsidiary of Leucadia National Corporation, which is the ultimate parent of Jefferies International Limited;
2) Scope of the Notification:
a. sale of 6,200,000 Series H shares, representing 0.77% of the Company’s share capital and total voting rights and held directly by JIL;
b. agreements entered into by JIL and the following Company shareholders which acquired Series H shares:
i. UniFundusze Specjalistyczny Fundusz Inwestycyjny Otwarty with Subfund UniWIBID – holding 30,610,970 Series H shares (representing 3.81% of the Company’s share capital and total voting rights);
ii. UniFundusze Fundusz Inwestycyjny Otwarty with Subfund UniKorona Pieniężny and Subfund UniKorona Zrównoważony – holding 21,598,330 Series H shares (representing 2.69% of the Company’s share capital and total voting rights);
iii. PKO Parasolowy Fundusz Inwestycyjny Otwarty – holding 9,961,860 Series H shares (representing 1.24% of the Company’s share capital and total voting rights);
iv. Bank BGŻ BNP Paribas S.A. – holding 23,664,379 Series H shares (representing 2.94% of the Company’s share capital and total voting rights);
v. FM Bank PBP S.A. (currently Nest Bank S.A.) – holding 3,308,880 Series H shares (representing 0.41% of the Company’s share capital and total voting rights);
vi. ING Bank Śląski S.A. – holding 25,885,880 Series H shares (representing 3.22% of the Company’s share capital and total voting rights).
Under the said agreements, JIL is entitled to issue binding instructions on the manner of exercising, at the Company’s General Meetings, the voting rights attached to a total of 115,030,299 Series H shares, and have the ownership of Series H shares transferred to JIL.
3) Information on changes in the holdings of shares (voting rights) in relation to the Notification of November 18th 2016:
JIL and PKO Parasolowy Fundusz Inwestycyjny Otwarty jointly hold, at the Company’s General Meeting, voting rights attached to 37,938,210 shares representing 4.71% of the Company’s share capital and total voting rights. Before the transaction of August 8th 2017, JIL and PKO Parasolowy Fundusz Inwestycyjny Otwarty jointly held, at the Company’s General Meeting, voting rights attached to 44,138,210 shares representing 5.49% of the Company’s share capital and total voting rights.
4) Shareholding structure following the events referred to in the Notification:
a. JIL’s direct shareholding: 27,976,350 shares, representing 3.48% of the Company’s share capital and total voting rights;
b. pursuant to the agreements referred to in Section 2 of this Report, JIL may exercise voting rights and have the ownership transferred in respect of a total of 115,030,299 shares, representing 14.31% of the Company’s share capital and total voting rights.
Therefore, this Notification by JIL applies to a total of 143,006,649 Series H shares in PBG, representing 17.79% of the Company’s share capital and total voting rights.
c. JIL also notified the Management Board that under the agreements on sale of Series H shares in PBG concluded with VTT Fund Limited (“VTT”) and Vega Select Opportunities Fund Limited (“Vega”):
i. VTT holds voting rights attached to 75,980,956 shares, representing 9.45% of the Company’s share capitaland total voting rights, and is entitled to have the ownership of the said shares transferred to VTT;
ii. Vega holds voting rights attached to 11,832,189 series H shares, representing 1.47% of the Company’s share capital and total voting rights, and is entitled to have the ownership of the said shares transferred to Vega.
Pliki:
current report 35/2017 (.pdf - 64,70 kB)
current report 35/2017 appendix No.1 (.pdf - 971,49 kB)