Response procedure to the Tender Offer and other information relevant to Shareholders *
07.02.2018
Response procedure to the Tender Offer to subscribe for the sale of shares in Centrum Nowoczesnych Technologii S. A. ("Shares")
The Company's shareholders intending to subscribe for the sale of the Shares should do as follows:
1) submit to the entity keeping for them a securities account on which the Shares are recorded, an irrevocable instruction to block the Shares and submit an irrevocable order to sell the Shares to the Acquirer;
2) obtain a deposit certificate for the Shares subject to sale, including information on an irrevocable order to sell the Shares to the Acquirer (the "Certificate"); and
3) submit the original of the Certificate issued by the entity maintaining the shareholder's securities account and make a subscription order for the sale of the Shares in the PUM (Eng. point of brokerage services) of the Intermediate Entity.
As set out in the Invitation:
The Intermediate Entity shall not be liable for any failure to execute subscriptions for the sale of the Shares, which will be delivered before or after the end of the subscription period for the sale of the Shares in the Tender Offer, as well as subscriptions made in an incorrect or illegible manner.
Duration of the Tender Offer, including the subscription period for the Shares covered by the Tender Offer:
- Date of publication of Invitation 24 January 2018
- Date of commencement of subscriptions for Shares 13 February 2018
- Date of completion of subscription orders for the Shares 14 March 2018
- Expected trading date on the WSE 19 March 2018
- Expected settlement date of the transaction at NDS 20 March 2018
Indication whether and under what conditions shortening or extending of the subscription period shall occur
The Invitation states as follows:
- Pursuant to § 7 sec.2 point 3 of the Ordinance of the Minister of Development and Finance of 14 September 2017 on model calls for subscription orders for the sale or exchange of shares in a public company, the detailed manner of announcing them and the conditions for the acquisition of shares as a result of these calls ("Ordinance"), the period of accepting subscription orders for the sale of Shares in the Tender Offer can be extended (one-time or multiple times) at the Caller's discretion up to a total of 70 (seventy) days. Pursuant to § 7 (5) of the Ordinance, the Inviting Entrants shall notify about the extension of the subscription period for the sale of the Shares in the Invitation no later than 7 (seven) days before the end of the original subscription period for the sale of the Shares in the Invitation.
- Pursuant to § 5 (4) of the Ordinance, the time limit for accepting subscription orders for the sale of the Shares in the Tender Offer can be shortened as long as the purpose of the Tender Offer has been achieved before its expiry (i. e. subscription orders for the sale of all the Shares covered by the Tender Offer are placed). Pursuant to § 5 sec. 5 point 2 of the Ordinance, the Inviting Entrants shall notify about shortening the time limit for accepting subscriptions for the sale of Shares in the Invitation no later than 7 (seven) days before the expiry of the shortened time limit for accepting subscriptions for the sale of Shares in the Invitation
Indication of the places of subscription for the Shares covered by the Call for Order
Subscription orders for the sale of the Shares shall be accepted in person (it is not possible to place subscription orders by mail) at the following specified Points of Brokerage Services of the Intermediate Entity ("PUM") during their business hours:
- PUM in Bialystok, ul. Świętojańska15, 15-277 Bialystok, tel. no. (85) 732 51 10
- PUM in Bielsko-Biała, Pl. Wolności 7, 43-304 Bielsko-Biała, tel. no. (33) 813 93 50
- PUM in Bydgoszcz, ul. Grodzka 17, 85-109 Bydgoszcz, tel. no. (52) 584 31 51
- PUM in Gdańsk, ul. Jana z Kolna 11, 80-864 Gdańsk, tel. no. (58) 346 24 25
- PUM in Gdynia, ul. Śląska 47, 81-310 Gdynia, tel. no. (58) 621 79 21
- PUM in Katowice, ul. Powstańców 43, 40-024 Katowice, tel. no. (32) 200 64 85
- PUM in Krakow, ul. Augustiańska 15, 31-064 Kraków, tel. no. (12) 618 45 84
- PUM in Lublin, ul. Krakowskie Przedmieście 6, 20-954 Lublin, tel. no. (81) 532 94 13
- PUM in Łodz, ul. Kilińskiego 74, 90-119 Łódź, tel. no. (42) 272 21 81
- PUM in Poznan, ul. Półwiejska 42, 60-967 Poznań, tel. no. (61) 856 86 36
- PUM in Rzeszow, ul. Sokoła 6, 35-010 Rzeszów, tel. no. (17) 850 38 09
- PUM in Szczecin, ul. Zbożowa 4, 70-653 Szczecin, tel. no. (91) 488 39 82
- PUM in Warszawa, ul. Wspólna 47/49, 00-950 Warszawa, tel. no. (22) 697 49 00
- PUM in Wrocław, ul. Jana Pawła II 8, 50-136 Wrocław, tel. no. (71) 370 08 41
Investors, whose Shares are deposited on an account with a custodian bank or entities authorized to manage portfolios comprising one or more financial instruments, shall be able to place a subscription order at the following location in person (no possibility to place a subscription order by mail):
- mBank S.A., Warszawa, ul. Senatorska 18 (2nd floor) tel.no.: (+48) (22) 697 47 13, business hours: 9.00 – 17:00.
The price at which the Shares are bound to be purchased shall amount to PLN 9.00 (in words: nine zlotys) for each Share ("Tender Offer Price").
Other disclaimers included in the Tender Offer are as follows:
Shares purchased as part of a tender offer cannot be pledged or encumbered with any third party's rights.
Any dates and costs related to the performance of activities necessary to subscribe for the sale of the Shares in the Tender Offer, e. g. issuance of deposit certificates, establishment of blockade of the Shares, are determined by the brokerage houses performing these activities, in accordance with their regulations and tables of fees and commissions. If a Shareholder wishes to subscribe for the sale of the Shares in accordance with the Tender Offer, he or she should take into account the above time limits and associated costs.
Inviting Entrants shall not be liable for the reimbursement of the costs incurred by shareholders, their employees, or statutory representatives in connection with the performance of activities necessary to subscribe for the sale of the Shares in the Invitation to Tender Offer, nor shall they be obliged to reimburse any costs or pay any compensation for the failure related to the Invitation, on the terms and conditions set forth in the Invitation to Subscribe for the Tender Offer.
Subscriptions placed under the Tender Offer can be withdrawn in the cases referred to in the Regulation, i. e. when another entity announces a tender offer for the Shares and there has been no transfer of rights from the Shares subscribed for under the Tender Offer.
Link to the contents of the Invitation to Subscribe for Sale of Shares in Centrum Nowoczesnych Technologii S. A. ("Shares”):
* The Tender Offer, including any updates and amendments to the information contained in the Tender Offer, will be published in accordance with the applicable regulations and will be the only legally binding documents containing information on the public Invitation to subscribe for the sale of the Company's Shares announced by the Inviting Entrants.