38/2017: Notification under Art. 69.1.1 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 17th 2017 it received a notification made pursuant to Art. 69.1.1 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. transfer of ownership of 30,610,970 Series H shares, representing 3.81% of the Company’s share capital and total voting rights, by UniFundusze Specjalistyczny Fundusz Inwestycyjny Otwarty with Subfund UniWIBID to JIL under an agreement on August 10th 2017;
b. transfer of ownership of 21,598,330 Series H shares, representing 2.69% of the Company’s share capital and total voting rights, by UniFundusze Fundusz Inwestycyjny Otwarty with Subfund UniKorona Pieniężny and Subfund UniKorona Zrównoważony to JIL on August 10th 2017;
c. sale of 8,250,000 Series H shares, representing 1.03% of the Company’s share capital and total voting rights, held directly by JIL, effected on August 10th 2017 on the regulated market;
d. agreements entered into by JIL and the following Company shareholders which acquired Series H shares (following the transaction of August 10th 2017):
i. 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);
ii. 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);
iii. 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);
iv. 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 62,820,999 Series H shares, representing 7.81% of the Company’s share capital and total voting rights, and have the ownership of Series H shares transferred to JIL.
3) Number of shares held, including as percentage of the Company’s share capital and total voting rights at the Company’s General Meeting, following the transactions referred to in Section 2.a-c. of this Report as at August 10th 2017 in relation to the Notification of August 16th 2017 (concerning the shareholding as at August 9th 2017):
a. JIL directly held 50,115,491 shares, representing 6.23% of the Company’s share capital and total voting rights (up to more than 5% from 0.77%). JIL was also entitled to issue binding instructions on the manner of exercising, at the Company’s General Meeting, the voting rights attached to 62,820,999 shares representing 7.81% of the Company’s share capital and total voting rights;
b. JIL and the entities named in Section 2.d. hereof jointly held rights attached to 112,936,490 shares, representing 14.05% of the Company’s share capital and total voting rights (down from 15.07%);
c. JIL and PKO Parasolowy Fundusz Inwestycyjny Otwarty jointly held rights attached to 60,077,351 shares, representing 7.47% of the Company’s share capital and total voting rights (up from 2%);
d. JIL and Bank BGŻ BNP Paribas S.A. jointly held rights attached to 73,779,870 shares, representing 9.18% of the Company’s share capital and total voting rights (up from 3.71%);
e. JIL and Nest Bank S.A. jointly held rights attached to 53,424,371 shares, representing 6.64% of the Company’s share capital and total voting rights (up from 1.18%);
f. JIL and ING Bank Śląski S.A. jointly held rights attached to 76,001,371 shares, representing 9.45% of the Company’s share capital and total voting rights (up from 3.99%);
g. 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”), VTT was entitled to issue binding instructions to JIL on the manner of exercising rights attached to 61,660,797 shares (held by the parties to the agreements referred to in Section 2.c. hereof), representing 7.67% of the Company’s share capital and total voting rights, while Vega was entitled to exercise voting rights attached to 11,832,189 Series H shares representing 1.47% of the Company’s share capital and total voting rights.
Full text of the Notification is attached as Appendix 1 hereto.
The Company announced the receipt of previous notifications from JIL in Current Report No. 49/2016 of November 19th 2016, Current Report No. 35/2017 of August 16th 2017, and Current Report No. 36/2017 of August 17th 2017.
Pliki:
current report 38/2017 (.pdf - 67,13 kB)
current report 38/2017 appendix No. 1 (.pdf - 1.004,53 kB)