Current report 17/2016

Notification from an obliged person under Article 160 of the Act on Trading in Financial Instruments

 

The Management Board of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 160(4) of the Act on Trading – information on transactions of persons having access to confidential information, informs that on April 27, 2016, it received a notification of a transaction concerning the Company’s shares from a member of the Company’s Supervisory Board, pursuant to Article 160(1) of the Act of 29 July 2005 on Trading in Financial Instruments. The notification concerns an over-the-counter transaction of sale of 43,335 shares of the Company, at the price of PLN 2.60 per share, executed by a member of the Supervisory Board through a sale order placed in connection with the share buy-back offer announced by the Company.

 

The person obliged to provide information did not consent to the publication of personal data.

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

28 april 2016

 

Current report 16/2016

Acquisition of the Company’s own shares

 

The Management Board of MAGNA POLONIA Spółka Akcyjna (“Company”), acting under Article 56(1)(2) of the Act on Public Offering, as well as Section 5(1)(6) and Section 12 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State, hereby informs about the acquisition, on April 27, 2016, of 180,000 (one hundred eighty thousand) own shares in total.

The shares were acquired as part of the first tranche of the share buy-back programme announced by the Company (the Company informed about the programme and its first tranche in current reports 11/2016 and 12/2016 of April 4, 2016).

The shares were acquired in over-the-counter transactions concluded through a brokerage house (Bank Zachodni WBK S.A.) and accounted for by KDPW S.A. on April 27, 2016.

Pursuant to the assumptions of the share buy-back programme, the shares were acquired for the purpose of redemption. All the shares under the first tranche of the programme were purchased at the same price, i.e. for PLN 2.60 (two zlotys and sixty groszes) per share.

The nominal value of the Company’s shares is PLN 1.00 (one zloty); therefore, the total nominal value of 180,000 shares is PLN 180,000.00 (one hundred eighty thousand zlotys). The acquired own shares carry 180,000 (one hundred eighty thousand) votes at the general meeting of the Company. It constitutes 1.29% (one point twenty-nine percent) of the Company’s share capital and the total number of votes in the Company.

In total, the Company holds 180,000 (one hundred eighty thousand) own shares that carry 180,000 (one hundred eighty thousand) votes at the general meeting of the Company. Own shares held by the Company constitute 1.29% (one point twenty-nine percent) of the Company’s share capital and the total number of votes in the Company.

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

27 april 2016

 

Current report 15/2016

First tranche of the share buy-back – results

 

The Management Board of MAGNA POLONIA Spółka Akcyjna (“Company”), acting under Article 56(1)(1) of the Act on Public Offering, hereby informs about results of accepting share sale offers made by shareholders as part of the first tranche of the share buy-back programme of the Company. The offers were accepted on April 13-22, 2016.

The Company’s shareholders made sale offers for the total number of 2,076,818 shares of the Company. Given the number of shares being purchased by the Company under the first tranche of the share buy-back (that is 180,000 shares), the rate of reduction in subscriptions amounted to 91.33% on average, which means the allocation of shares was at the level of 8.67%.

According to information held by the Company, agreements on the sale of shares will be concluded on April 27, 2016, and Depozyt Papierów Wartościowych S.A. will register the transactions on the same day.

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

 

26 april 2016

Current report 14/2016

Content of the report of the Supervisory Board for the financial year 01.10.2014 – 31.12.2015

 

The Management Board of Magna Polonia S.A. (the Issuer, the Company), acting under 56(1)(2) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies and Section 38(1)(3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State, as an addendum to Current Report No. 8/2016 of 30 March 2016, in conjunction with Current Report No. 7/2016 of 30 March 2016, publishes the content of the attached report of the Supervisory Board for the financial year ended on 31 December 2015, which is to be reviewed by the Annual General Meeting on 28 April 2016, pursuant to item 6(d) and item 7 of the proposed agenda.

->Report of the Supervisory Board for the financial year ended on 31 December 2015;

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

15 April 2016

Current report 13/2016

Appointment of members of the Management Board for a new term

 

The Management Board of Magna Polonia Spółka Akcyjna (“Issuer”, “Company”), acting under Section 5(1)(22) in conjunction with Section 28 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State (“Regulation”), informs that on 14 April 2016, the Supervisory Board of the Company appointed the following persons as members of the Management Board for the next, eleventh term of office:

  1. Mr Mirosław Janisiewicz to act as the President of the Management Board;
  2. Mr Tom Ruhan to act as the Vice-President of the Management Board.

The persons mentioned above were appointed with effect from the date of approval by the Annual General Meeting of the Company of its financial statements for the financial year ended on 31 December 2015.

Mr Mirosław Janisiewicz and Mr Tom Ruhan hold positions in the Company’s Management Board of the current term. The Management Board of the Company hereby publishes the information about Mr Mirosław Janisiewicz and Mr Tom Ruhan required under Section 28(4)-(6) of the Regulation:     

 

Mirosław Janisiewicz

 

Mr Mirosław Janisiewicz, born in 1977, studied Management and Marketing at the Warsaw School of Economics in the years 1996-1999.

He has been involved with the telecommunications market for 20 years. In the first stage of his professional career, he worked for telecommunications companies in Poland such as PTK Centertel, the operator of the Orange network (1996-1998), Tel-Energo (1998-2000) and Netia S.A. (2000-2004). In 2005, he gave up working for corporations to run a private investment business in the telecommunications market. He invested in the equity of the Premium Internet S.A. company, in which he carried out the restructuring process while holding the position of a Member of its Supervisory Board, and then a Member of the Management Board in the years 2005-2006. In January 2009, as a result of the acquisition by Rasting Limited of a new issue of shares, he invested in NFI Magna Polonia S.A., in which he held the position of the Supervisory Board’s Chairman until July 2010. In the years 2008-2013, he held managerial positions in the companies Mediatel S.A. and Elterix S.A. Since March 2013, he has served as the President of the Management Board of Magna Polonia S.A. Mr Mirosław Janisiewicz is also the President of the Management Board of the subsidiary Corponet Sp. z o.o. and a member of the Supervisory Board of the affiliate Imagis S.A.

Mr Mirosław Janisiewicz is a shareholder of the Company, holding shares representing 30.40% of the share capital of Magna Polonia S.A.

According to his statement, Mr Mirosław Janisiewicz is not listed in the Register of Insolvent Debtors kept under the Act on the National Court Register, and he does not conduct an activity competitive with the Company and companies of the Magna Polonia Group, does not participate in a competitive company or partnership as a member of a company’s body or a partner of a partnership and is not involved in any other competitive legal person as a member of its authority.

 

Tom Ruhan

Mr Tom Ruhan, 52, graduated from the Faculty of Law at the University of Warwick in the United Kingdom. In the years 2003 – 2014, he served as the Chief Officer for  Legal Affairs and Acquisitions and a member of the Management Board of the Netia S.A. company. Mr Tom Ruhan supervised, in legal terms, the completion of the financial restructuring of Netia, conversion of its concession fees and acquisition of nearly 60 companies (including RST El-Net SA, Pro Futuro SA, Tele2 Polska Sp. z o.o.), which were then merged with other operating companies of the Netia Group. He also oversaw the company’s regulatory policy and numerous lawsuits of the Netia Group; in particular, he was responsible for works concerning litigation against telecommunications operators, including the Orange Polska Group.

In the years 1991 – 2003, Mr Tom Ruhan worked in the ”Wardyńscy i Wspólnicy” law firm, holding various positions and advising on numerous privatization processes, including of Telekomunikacja Polska SA, as well as on the financial restructuring of Netia SA, acting as an advisor (Of Counsel).

In the years 2009 – 2014, Mr Tom Ruhan was a member of the Board (and in the years 2011 – 2014, the Chairman of the Board) of the European Association for Competitive Telecommunications (ECTA). Moreover, he served three terms as the Vice-President of the Telecommunications Operators’ Section (SOT) at the Polish Chamber of Commerce for Electronics and Telecommunication (KIGEiT). At present, he is a board member of the KIGEiT and serves a member of the Management Board of the Polish Chamber of Electronic Communication (PIKE). He is also a board member of the “Dorastaj z nami” Foundation, the aim of which is education of and material aid for children whose parents died while serving the public (children of injured firefighters, soldiers, mountain rescuers, and police officers).

Mr Tom Ruhan does not run an activity competitive with the activity of the Company and its affiliates. He neither participates in a competitive company or partnership as a member of a company’s body or a partner of a partnership nor is involved in any other competitive legal person as a member of its authority. He is not listed in the Register of Insolvent Debtors kept under the Act on the National Court Register.

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

15 April 2016

Current report 12/2016

The first tranche of the share buy-back

 

The Management Board of MAGNA POLONIA Spółka Akcyjna (“Company”), acting under Article 56(1)(1) of the Act on Public Offering,

hereby informs that on 4 April 2016, the Management Board of the Company adopted a resolution on the first tranche of the share buy-back (Resolution No. 02/04/2016).

The first tranche of the share buy-back (“First Tranche”) will be carried out under the following conditions:

  1. the Company’s own shares will be purchased by way of an announcement of a public offer to buy back shares through Bank Zachodni WBK S.A. (“Offer“), not being a call within the meaning of Article 72 et seq. of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies,
  2. the Offer will be announced on 5 April 2016,
  3. the Offer will be addressed to all shareholders of the Company,
  4. the starting date for receiving offers for sale of shares of the Company’s shareholders: 13 April 2016,
  5. the closing date for receiving offers for sale of shares of the Company’s shareholders: 22 April 2016,
  6. the expected date of the settlement of the purchased shares: 27 April 2016,
  7. the maximum number of shares that may be acquired by the Company under the First Tranche: 180,000 (one hundred eighty thousand) shares,
  8. the share purchase price: PLN 2.60 (two zlotys and sixty groszes),
  9. the total amount intended for the purchase of shares under the First Tranche: PLN 468,000.00 (four hundred sixty-eight thousand zlotys),
  10. if there are placed offers for sale of a higher number of shares than the maximum, the offers will be reduced proportionately.

 

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

4 april 2016

Current report 11/2016

The Company’s Share Buy-Back Programme

 

The Management Board of MAGNA POLONIA Spółka Akcyjna (“Company”), acting under Article 56(1)(1) of the Act on Public Offering,

hereby informs that on 4 April 2016, the Management Board of the Company adopted a resolution on establishing the Share Buy-Back Programme (Resolution No. 01/04/2016).

 

Share Buy-Back Programme

The Share Buy-Back Programme is implemented on the basis and in execution of Resolution No. 8 of 1 December 2014 of the Annual General Meeting of the Company on authorization of the Management Board to carry out a share buy-back (“AGM Resolution” – the Company informed about the adoption of the AGM Resolution in current report no. 49/2014 of 2 December 2014).

Detailed terms and conditions of the Share Buy-Back Programme:

  1. 1. The aim of the Programme is to buy-back own shares for the purpose of redemption.
  2. 2. The Programme will start on 5 April 2016 and will last until 30 November 2019 unless the Management Board withdraws from the implementation of the Programme or the reserve capital referred to in point 9 below is used up.
  3. 3. The Programme will be implemented in tranches; their amount, date and execution method will be determined each single time by the Management Board.
  4. 4. The Management Board has the right to implement the Programme only partly or to withdraw from the implementation of the Programme.
  5. 5. Under the Programme, the Company may acquire not more than 2,784,395 (two million seven hundred eighty-four thousand three hundred ninety-five) shares representing not more than 20% of the share capital of the Company as of the date of the AGM Resolution.
  6. 6. Under the Programme, only fully paid-up shares may be acquired.
  7. 7. Shares will be purchased through Bank Zachodni WBK S.A.
  8. 8. Under the Programme,shares may be purchased at a price not lower than PLN 1.00 (one zloty) and not higher than PLN 6.42 (six zlotys and forty-two groszes).
  9. 9. The total purchase price of the Company’s shares under the Programme plus acquisition costs may not exceed the amount of the reserve capital established for this purpose by Resolution No. 10 of 1 December 2014 of the Company’s General Meeting.
  10. 10. Under the Programme, shares may be acquired, at the discretion of the Management Board, through:
  • placing brokerage orders,
  • concluding block transactions,
  • concluding over-the-counter transactions,
  • an announcement of a call.
  1. 11. In the cases covered by the provisions of Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (OJ L 336 of 23.12.2003), the Company may acquire not more than 25% of the average daily trading volume of its own shares in the month preceding the month when the Programme was announced to the public. After appropriate notifications consistent with the applicable law, the Company will be able to acquire up to 50% of the average daily trading volume.
  2. 12. The Management Board, fulfilling statutory obligations, will announce to the public the required information on own shares acquired under the Programme and other circumstances relating to the implementation of the Programme.

  

  1. Mirosław Janisiewicz – President of the Management Board
  2. Tom Ruhan – Wice-President of the Management Board
  3.  
  4. 4 april 2016

Current report 10/2016

Notification of change in shareholding

 

The Management Board of Magna Polonia Spółka Akcyjna (“Company”), acting under Article 70(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, hereby informs that on 4 April 2016, it received a notice on behalf of Rasting Limited with its registered office in Nicosia, Cyprus (“Rasting”) on a reduction in the number of shares held in the Company.

According to the notice, the share in the share capital of the Company held indirectly by Rasting decreased by more than 2% of the total number of votes and fell below the level of 5% of the total number of votes in the Company.

The change resulted from registration by the District Court for the Capital City Warsaw in Warsaw, on 8 March 2016, of an increase in the share capital of the company RG Ventures Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (“RG Ventures”), pursuant to Resolution No. 2 of 14 August 2015 of the Shareholders’ Meeting of RG Ventures. As a result of the registration of the increase in the share capital of RG Ventures, the share of Rasting in the share capital of RG Ventures fell to the level of 9.84%; therefore, Rasting no longer exercises control over RG Ventures.

Rasting received information about the registration on 29 March 2016.

Before the change in shareholding, Rasting did not hold directly any shares of the Company, whereas it held indirectly, through the company RG Ventures, which was previously controlled by Rasting, 3,192,845 shares of the Company, representing 22.93% of the share capital of the Company and carrying 3,192,845 votes representing 22.93% of the total number of votes.

After the registration of the increase in the share capital of RG Ventures, Rasting does not hold, directly or indirectly, any shares of the Company.

Moreover, Rasting informed that neither Rasting nor any of its affiliates are a party to any agreements the subject of which is the transfer of the right to exercise voting rights (Article 87(1)(3)(c) of the Act).

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

4 april 2016

 

Current report 9/2016

Notification of change in shareholding

The Management Board of Magna Polonia Spółka Akcyjna (“Company”), acting under Article 70(1) of the Act of 29 July 2005on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, hereby informs that on 31 March 2016, it received a notice of the company Menter Spółka z ograniczoną odpowiedzialnością w organizacji with its registered office in Warsaw (“Menter”) about an indirect acquisition of shares of the Company. According to the notice, Menter has acquired indirectly 3,192,845 (three million one hundred ninety-two thousand eight hundred forty-five) shares of the Company, representing 22.93% of the total number of votes in the Company, and, as a consequence, has exceeded the level of 20% of the total number of votes in the Company.

The acquisition of shares has occurred as a result of registration by the District Court for the Capital City of Warsaw in Warsaw, on 8 March 2016, of an increase in the share capital of the company RG Ventures Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (“RGV”), pursuant to Resolution No. 2 of the Shareholders’ Meeting of RGV of 14 August 2015, under which Menter became a shareholder of RGV, holding 1,100 shares representing 90.16% of the share capital of RGV; following the takeover of control over RGV, Menter indirectly acquired 3,192,845 shares of the Company. Menter received information about registration on 29 March 2016.

Before the change in shareholding, Menter did not hold, directly or indirectly, any shares of the Company.

After the registration described in the notice, Menter does not hold directly any shares of the Company, whereas it holds indirectly (through the RGV company) 3,192,845 shares of the Company, representing 22.93% of the share capital of the Company and carrying 3,192,845 votes representing 22.93% of the total number of votes.

At the same time, under Article 69(4)(4) of the Act, Menter declares that it may increase or decrease its share in the Company, depending on changes in the value of shares of the Company, listed on the Warsaw Stock Exchange.

Moreover, Menter informed that it is not a party to any agreements the subject of which is the transfer of the right to exercise voting rights (Article 87(1)(3)(c)).

 

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

1 april 2016

Current report 8/2016

Draft resolutions of the Annual General Meeting of Magna Polonia S.A. convened for 28 April 2016

The Management Board of Magna Polonia S.A. (the Issuer, the Company), acting under Article 56(1)(2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, in conjunction with § 38(1)(1) and (3) of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State, hereby publishes, attached to this report, the content of the draft resolutions that are on the agenda of the Annual General Meeting of the Company convened for 28 April 2016.

-> Draft resolutions of the AGM;
-> Information on the number of shares;
-> Voting form;

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

 

30 march 2016