Polenergia Spółka Akcyjna with the seat in Warsaw (‘Company’) hereby announces that today the Company has become aware of the announcement by Mansa Investments sp. z o.o. (‘Mansa Investments’) of the start of the sale of up to 7 000 000 shares of the Company representing 15.40% of the Company’s shares through accelerated book-building.
According to the notice of the commencement of the transaction, Société Générale acts as a global coordinator, and together with BZ WBK and Dom Maklerski PKO Banku Polskiego they act as joint bookrunners.
This material constitutes fulfillment of disclosure obligations to which the Company is subject as a public company with shares listed on a regulated market in Poland and is not an offer for sale of securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States except they get registered or pursuant to an exemption from registration obligation under the US Securities Act of 1933, as amended (‘Securities Act’). Mansa Investments does not intend to register any portion of private placement in the United States and does not intend to conduct public offering of securities in the United States.
The securities referred to herein may be offered merely in accordance with the provisions of Regulation S under the Securities Act.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, and, in particular, is not for release, publication or distribution in or into the United States of America, Australia, Canada or Japan.
Publication of this information does not constitute making information available to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of the Polish Act of 29th July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (‘Public Offering Act’), and does not constitute a promotional campaign within the meaning of Article 53 of the Public Offering Act.
This report and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves about and observe any such restrictions and must not under any circumstances forward this announcement to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.
This announcement is only addressed to and directed at persons in member states of the European Economic Area who are ‘qualified investors’ within the meaning of Article 2 section 1e of the Prospectus Directive. In addition, in the United Kingdom this announcement is being distributed to and is directed only at qualified investors who (i) are investment professionals falling within Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (‘Financial Promotion Order’), (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order, and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as ‘relevant persons’). Any investments or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego and has not been independently verified by Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego.
Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego are acting for Mansa Investments and no one else in connection with the offering and will not be responsible to anyone other than Mansa Investments for providing advice or protections afforded to clients in relation to any transaction or any matters referred to in this announcement.
Each of Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego may participate in the offering as institutional investors.