Receipt of notification of the sale of all indirectly owned shares of Orzeł Biały S.A.

The Management Board of Orzeł Biały S.A., pursuant to Art. 77 Para. 5 of the Public Offering Act, hereby submits the contents of the tender offer to subscribe for the sale of shares of The Company.
This call (“The Tender Offer”) to subscribe for the sale of shares is announced by ZAP Sznajder Batterien S.A. with its registered office in Warsaw in connection with the purchase of shares in NEF Battery Holdings S.a.r.l. with its registered office in Luxembourg at 65, Boulevard Grande Duchesse Charlotte, L-1331 Luxembourg (“NEF”), and, thus, the indirect acquisition of shares in Orzeł Biały S.A., in accordance with Art. 74 Para. 2 of the Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies Act of 29 July 2005 (i.e., Journal of Laws of 2019, Item 623) („The Act”) and with the provisions of the Minister of Development and Finance Regulation of September 14, 2017 regarding specimen calls for subscribing for the sale or exchange of shares in a public company, detailed manner of announcing them and conditions for acquiring shares as a result of such calls (Journal of Laws of 2017, Item 1748) (“The Regulation”).

1. Designation of The Shares under The Tender Offer, share type and issuer, with the indication of the number of votes at the general meeting to which one share of a given type entitles

The subject of The Tender Offer is 4,513,377 (say: four million five hundred and thirteen thousand three hundred and seventy seven) ordinary bearer shares with a nominal value of PLN 0.43 each share of Orzeł Biały S.A. with its registered office at Piekary Śląskie, at ul. Harcerska 23, 41-946 Piekary Śląskie, entered into the Companies Register of the National Court Register under KRS 0000099792, NIP 626-000-31-39, by the District Court in Gliwice, 10th Commercial Division of the National Court Register (“The Company”), jointly authorising to exercise 4,513,377 (say: four million five hundred and thirteen thousand three hundred seventy seven) votes at the General Meeting of The Company.

The subject of this Tender Offer are dematerialised shares of The Company, designated in the securities depository maintained by the National Depository for Securities of Krajowy Depozyt Papierów Wartościowych S.A., coded ISIN PLORZBL00013, admitted and introduced to trading on the regulated market operated by the Warsaw Stock Exchange of Giełda Papierów Wartościowych w Warszawie S.A. (“WSE”) (“The Shares”) in the number indicated above.

Each of The Shares entitles to one vote at the General Meeting of The Company.

2. Full personal name or company name, place of residence (registered office) and address of The Calling Party or the delivery address – in the case of The Calling Party being a natural person

The Tender is called for by ZAP SZNAJDER BATTERIEN S.A. with its registered office at Piastów, at ul. Warszawska 47, 05-820 Piastów, entered into the Companies Register of the National Court Register under KRS 0000091584 by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Department of the National Court Register (“The Calling Party”).

3. Full personal name or company name, place of residence (registered office) and address of the entity purchasing The Shares or the delivery address – in the case of The Buyer being a natural person

The sole entity purchasing The Shares under The Tender Offer („The Buyer”) is The Calling Party and, therefore, the relevant information can be found under 2 above.

 
4. Company, registered office, address, telephone and fax numbers as well as the e-mail address of the intermediary

Company: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział (Branch) –
Brokerage House in Warsaw (“BM PKO BP” or “The Brokerage House”)

Registered office: Warsaw

Address: ul. Puławska 15, 02-515 Warszawa

Tel.: +48 22 521 80 10 and + 48 22 521 80 12

Fax: +48 22 521 79 46

Email: bm@pkobp.pl

5. Percentage of the votes from The Shares under The Tender Offer and the corresponding number of shares that the entity purchasing The Shares intends to achieve as a result of The Tender Offer, indicating dematerialised shares and the number of votes from such shares

As a result of The Tender Offer, The Buyer intends to acquire up to 27.11% (rounded up) of the total number of votes at the General Meeting of The Company, which corresponds to 4,513,377 (say: four million five hundred thirteen thousand three hundred seventy seven) Shares, representing rounded up 27.11% of the share capital of the Company share capital and entitling to exercising 4,513,377 (say: four million five hundred thirteen thousand three hundred seventy seven) votes at the General Meeting of The Company.

6. Total percentage of votes from The Shares and the corresponding number of shares that the purchasing entity intends to achieve following The Tender Offer

Following The Tender Offer, The Buyer intends to achieve – including shares of the owned directly and indirectly by The Buyer – up to 100% of the total number of votes at the General Meeting of The Company, corresponding to 16,650 649 shares of The Company representing up to 100% of the share capital of The Company and entitling to exercising 16 650 649 votes at the General Meeting of The Company, including:

1) directly up to 6,568,261 shares of The Company constituting rounded up to 39.45% of the share capital of The Company and entitling to exercising up to 6 568 261 votes at the General Meeting of The Company, which represent rounded up to 39.45% of the total number of votes at the General Meeting of The Company, and

2) indirectly through NEF (currently the subsidiary of The Buyer) 10,082,388 shares of The Company constituting 60.55% of the share capital of The Company and entitling to 10,082,388 votes at the General Meeting of The Company, which represent 60.55% of the total number votes at the general meeting of The Company.

7. Determination of proportions of The Shares to be acquired by each entity – if more than one entity intends to acquire The Shares under The Tender Offer

Not applicable. The Calling Party is the only entity intending to acquire The Shares under The Tender Offer.

 
8. Price at which The Shares under The Tender Offer will be acquired, determined separately for each type of shares with identical voting rights – if The Shares under The Tender Offer differ in terms of the number of votes at the general meeting to which a given type of share entitles

The Shares under The Tender Offer will be purchased at the price of PLN 10.44 (say: ten Polish Zlotys forty four Groszy) for one Share. Each of The Shares shall entitle to one vote at the General Meeting of The Company.

9. Price in relation to which, pursuant to Art. 79 of The Act, the price specified under 8 above may not be lower, determined separately for each type of The Shares with identical voting rights – if The Shares under The Tender Offer differ in terms of the number of votes at the general meeting to which a given type of share entitles under indication of the grounds for determining such price

The price proposed in The Tender Offer, indicated under 8 above, is not lower than the minimum price in accordance with the requirements specified in Art. 79 of The Act.

The price for one Share proposed in The Tender Offer is not lower than the average market price of shares from the six months preceding the announcement of The Tender Offer, during which shares of The Company shares were traded on the main market of the WSE, and which is PLN 10.44 (say: ten zlotys forty four Groszy).

The price for one Share proposed in The Tender Offer is not lower than the average market price of shares from the period of 3 months preceding the announcement of The Tender Offer, during which  shares of The Company shares were traded on the main market of the WSE, and which is PLN 10.27 (say: ten Polish Zlotys twenty seven Groszy).

The Calling Party and its subsidiaries or dominant entities have not directly acquired shares of The Company shares during the 12 months preceding the announcement of The Tender Offer. The Calling Party is not a party to the agreement as referred to in Art. 87 Para. 1 Cl. 5) of The Act.

All Shares are of the same type and do not differ in terms of the number of votes at The General Meeting of the Company.

10. Duration of The Tender Offer including the deadline for accepting subscriptions for The Shares subject to The Tender Offer, with an indication of whether and what certain conditions are met for the subscription deadline to be shortened or extended

Tender Offer announcement date:                                                                 October 21, 2019.

Deadline for accepting subscriptions for the sale of The Shares:                    November 12, 2019.

Deadline for accepting subscriptions for the sale of The Shares:                    December 11, 2019.

Expected date of the transaction for the acquisition of The Shares:                December 16, 2019.

Expected settlement date of the share sale transaction:                                 December 18, 2019.

Subscriptions for the sale of The Shares under The Tender Offer shall be accepted only on business days (for which days of the week shall be understood from Monday to Friday, excluding public holidays in Poland), during business hours of The Brokerage House customer service points indicated under 18 below. The period for accepting subscriptions for the sale of The Shares under The Tender Offer must not be shortened. The period for accepting subscriptions for The Shares under The Tender Offer may be extended by The Calling Party on the terms as set out in The Regulation.

11. Indication of the parent entity of The Calling Party

The dominant entity of The Calling Party  is Mr Lech Sznajder, who owns 99.52% (rounded up) of shares of The Calling Party.

12. Indication of the parent entity towards the entity purchasing the shares

The Calling Party is the only entity purchasing The Shares under The Tender Offer and, therefore, the information is provided under 11 above.

13. The percentage number of votes from The Shares and the corresponding number of The Shares that The Calling Party holds together with the parent entity, subsidiaries or entities that are parties to the concluded agreement referred to in Art. 87 Para. 1 Cl. 5 of The Act

As at the date of announcement of The Tender Offer, The Calling Party has 72.89% (rounded up) of the total number of votes at the General Meeting of The Company, which correspond to 12,137,272 shares of The Company constituting 72.89% of the share capital of The Company and entitling to exercising 12,137,272 votes at The General Meeting of the Company, including:

1) directly 2,054,884 shares of The Company, constituting (rounded up) 12.34% of the share capital of The Company and entitling to exercise 2,054,884 votes at the General Meeting of The Company,

which constitutes 12.34% of the total number of votes at the General Meeting of the Company, and
2) indirectly through NEF (currently a subsidiary of The Buyer) 10,082,388 shares of The Company, constituting 60.55% of the share capital of The Company and entitling to exercising 10,082,388 votes at the General Meeting of The Company, representing 60.55% of the total number of votes at the General Meeting of the Company.

As at the date of announcement of The Tender Offer, The Calling Party is not a party to the agreement referred to in Art. 87 Para. 1 Cl. 5 of The Act.

14. Total percentage number of votes from The Shares and the corresponding number of The Shares, which the Calling Party intends to achieve with the parent entity and subsidiaries following The Tender Offer

As a result of The Tender Offer, The Calling Party intends to achieve – including shares of The Company held directly and indirectly by The Calling Party – such a number of The Company shares that will authorise [it] to exercise up to 100% of the total number of votes at the General Meeting of The Company, i.e. up to 16,650,649 shares of The Company constituting up to 100% of the share capital of The Company and entitling to exercising up to 16,650,649 votes at the General Meeting of The Company, including:

1) directly up to 6,568,261 shares of The Company constituting up to (rounded up) 39.45% of the share capital of The Company and entitling to exercising up to 6,568,261 votes at the General Meeting of The Company, representing up to (rounded up) 39.45% of the total number of votes at the General Meeting of The Company, and

2) indirectly through NEF (currently the subsidiary of The Buyer) 10,082,388 shares of the Company constituting (rounded up) 60.55% of the share capital of The Company and entitling to exercising 10,082,388 votes at the General Meeting of The Company, representing (rounded up) 60.55% of the total number votes at the general meeting of The Company.

15. Percentage number of votes from The Shares and the corresponding number of shares that the entity purchasing The Shares with the parent entity, subsidiaries or entities that are parties to the agreement referred to in Art. 87 Para. 1 Cl. 5 of The Act

The Calling Party is the only entity purchasing The Shares under The Tender Offer and, therefore, relevant information is provided under 13 above.

 
16. Total percentage of votes from The Shares and the corresponding number of shares that the purchasing entity intends to achieve, together with the parent entity and subsidiaries, following The Tender Offer

The Calling Party is the only entity purchasing The Shares under The Tender Offer and, therefore, relevant information is provided under 14 above.

17. Indication of the type of relationships between The Calling Party and the entity purchasing The Shares – if these are different entities, and between entities purchasing The Shares

Not applicable. The Calling Party is also the only Buyer of The Shares under The Tender Offer.

18. Indication of places for accepting subscriptions for The Shares under The Tender Offer

Subscriptions for The Shares shall be accepted at customer service points (“Customer Service Points” or “POK/POKs”) of The Brokerage House, in accordance with the list indicated below:

Customer Service Points

No.                  Name of the institution                        Street No.              Post-Code             City/Town

The Tender  Document and all forms necessary to submit a subscription may be obtained at any of the Customer Service Points indicated above.

19. Indication of the time limits within which the entity purchasing The Shares will purchase shares from the persons who responded to the call during The Tender Offer

During The Tender Offer, The Shares shall not be purchased from persons who responded to The Tender Offer. The transaction of purchase of The Shares from persons who responded to The Tender Offer shall take place no later than within 3 business days of the deadline for accepting subscriptions under The Tender Offer. The transaction referred to above shall be settled within 3 business days of its conclusion, at the latest. The detailed schedule of The Tender Offer is indicated under 10 above.

20. Date and method of payment for the purchased Shares – in the case of The Shares other than dematerialised ones

Not applicable.

21. Specification of the type and value of securities to be issued in exchange for The Shares purchased and the principles for their valuation – if The Tender Offer provides for subscription for the exchange of The Shares

Not applicable.

22. Exchange parity or a detailed way to determine it – if The Tender Offer provides for subscription for the exchange of The Shares

Not applicable.

23. Indication of cases where the exchange parity may change – if The Tender Offer provides for subscription for the exchange of The Shares

Not applicable.

24. Procedure and method of making the exchange – if The Tender Offer provides for subscription for the exchange of The Shares

Not applicable.

 
25. Declaration of The Calling Party that it provided the option of settling the share exchange transaction – if The Tender Offer provides for subscription for the exchange of The Shares

Not applicable

26. Indication whether The Calling Party is the controlling or subsidiary entity of the issuer of The Shares under The Tender Offer, specifying the features of such dominance or dependence

The Calling Party is the parent entity of The Company within the meaning of The Act.

As at the date of the announcement of The Tender Offer, The Calling Party has (rounded up) 72.89%  of the total number of votes at the General Meeting of The Company, which correspond to 12,137,272 shares of The Company constituting 72.89% of the share capital of The Company and entitling to exercising 12,137,272 votes at The General Meeting of The Company, including:

1)     directly 2,054,884 shares of The Company, constituting (rounded up) 12.34% of the share capital of The Company and entitling to exercise 2,054,884 votes at the General Meeting of The Company, representing (rounded up) 12.34% of the total number of votes at the General Meeting of The Company, and

2)     indirectly through NEF (currently a subsidiary of The Buyer) 10,082,388 shares of The Company, constituting 60.55% of the share capital of The Company and entitling to exercising 10,082,388 votes at the General Meeting of the Company, representing (rounded up) 60.55% of the total number of votes at the General Meeting of The Company.

27. Indication whether the entity purchasing The Shares is the controlling or subsidiary entity of the issuer of The Shares under The Tender Offer, specifying the features of such dominance or dependence

The Calling Party is the only entity purchasing The Shares under The Tender Offer and, therefore, relevant information is provided under 26 above.

28. Statement of the entity purchasing The Shares on the fulfillment of all legal conditions for the purchase of The Shares under The Tender Offer or on receipt of the required notification on the absence of objections to the purchase of The Shares, and/or on the receipt of the required decision of the competent authority to consent to the purchase of The Shares, and/or to receive the decision to consent to concentration of entrepreneurs, and/or an indication that The Tender Offer is announced subject to the fulfillment of legal conditions or receipt of required decisions or notifications, as well as the indication of the date when, to the best knowledge of The Calling Party, legal conditions are expected to be met and the required notifications of no objections are expected to be received or decisions to consent to the purchase of The Shares or decision to consent to the concentration of entrepreneurs, not longer than the deadline for completing subscriptions under The Tender Offer

The Buyer represents that there are no legal conditions that would make conditional the purchase of The Shares by way of The Tender Offer and no receipt is required of any decisions of the competent authorities consenting to the purchase of The Shares or of any notifications of no objections to the purchase of The Shares. The Tender Offer is not announced subject to legal conditions being met or proper decisions or notifications to be received.

29. Detailed intentions of The Calling Party in relation to a company whose shares are the subject of The Tender Offer

The Calling Party intends to remain a long-term investor of The Company and to focus its activities on optimising the operating and financial activities of The Company.

30. Detailed intentions of the entity purchasing The Shares in relation to the company whose shares are the subject of the tender offer

The Calling Party is the only entity purchasing The Shares under The Tender Offer and, therefore, relevant information is provided under Clause 29.

31. Indication of the possible withdrawal from The Tender Offer

According to Art. 77 Para. 3 of The Act, The Calling Party may withdraw from The Tender Offer only if another entity announces The Tender Offer for all Shares covered by The Tender Offer at a price not lower than the price in The Tender Offer.

32. Indication of one of the modes specified in § 6 Para. 1 of the Regulation, according to which the acquisition of shares shall take place – in the case of a tender offer as referred to in Art. 73 Para. 2 Cl. 1 of The Act

Not applicable.

33. Indication of how The Shares will be acquired where, after the proportional reduction has been applied as referred to in § 6 Para. 1 and 2 of the Regulation, fractional parts of The Shares will remain – in the case of a tender offer referred to in Art. 73 Para. 2 Cl. 1 of The Act

Not applicable.

34. Detailed description of the guarantee established as referred to in Art. 77 Para. 1 of The Act, of the guarantee type and value, and a notice of the submission of the guarantee establishment certificate to the Polish Financial Supervision Authority KNF

The guarantee was established in the form of an unconditional and irrevocable guarantee of payment for shares covered by The Tender Offer, issued by Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, for the period up to the settlement of the transaction of purchase of The Shares under The Tender Offer.

The afore-mentioned guarantee was established in the total amount not lower than 100% of the value of The Shares to be acquired under The Tender Offer, determined on the basis of the purchase price of The Shares under The Tender Offer. The relevant certificate establishing the guarantee was provided to the Polish Financial Supervision Authority KNF on the day of the announcement of The Tender Offer in accordance with Art. 77 Para. 1 of the Public Offering Act.

 
 
35. Other information which The Calling Party considers relevant to investors

35.1 General remarks

This Tender Document, together with any subsequent updates and changes to the information contained in The Tender Offer, which will be made public in accordance with applicable law, is the only legally binding document containing information on the terms and conditions of the sale of The Shares under The Tender Offer. This Tender Offer, as well as actions taken in response to The Tender Offer, are governed by Polish law.

The Shares covered by subscriptions submitted in response to The Tender Offer must be fully transferable and free from any encumbrances by any third party rights, in particular they must not be encumbered with a pledge.

35.2 Procedure for responding to The Tender Offer

This Tender Offer is addressed to all Company shareholders holding The Shares during the subscription period for the sale of The Shares under The Tender Offer.

As part of The Tender Offer, only entries shall be accepted which are in accordance with the document templates provided by The Brokerage House. By signing the subscription form, the person subscribing for sale shall submit a declaration of intent to accept the conditions set out in this Tender Offer.

Persons or entities intending to respond to The Tender Offer, who hold The Shares, shall submit to the investment company operating their securities account: an order to issue a deposit certificate with the deadline by (and including) the day of settlement of the transaction under The Tender Offer and an irrevocable order to sell The Shares to The Calling Party with a deadline by (and including) the date of the transaction under The Tender Offer. At the Customer Service Points listed under 18 above, during The Tender Offer, on days on which a session takes place on the WSE, during business hours of POK, a person or entity intending to respond to The Tender Offer shall submit a subscription form filled in two copies for the sale of Shares whose template will be available in POKs (one for each responding to The Tender Offer and The Brokerage House) and submit to the POK the original certificate of deposit issued by the entity operating the shareholders securities account. The obligation to submit a deposit certificate shall not apply where the subscription is submitted at The Brokerage Office which operates an investment account for a given person/entity submitting the subscription.

35.3 Fees and commissions

The shareholders of The Company shareholders submitting subscriptions shall bear the costs of brokerage fees as well as the costs and expenses charged by entities operating securities accounts related to the issue of the certificate of deposit and to the settlement of the sale of The Shares under The Tender Offer.
Subscribing shareholders of The Company shall contact the entities operating their securities accounts to determine the amounts of fees and commissions due.

Attention is drawn to the fact that a person or entity responding to The Tender Offer shall bear all legal, financial and tax consequences of the investment decisions taken. Neither The Calling Party nor BM PKO BP shall be responsible for any reimbursement of costs incurred by the shareholders of The Company, their proxies or statutory representatives in connection with taking the steps necessary to subscribe for the sale of The Shares undr The Tender Offer, nor will they be obliged to reimburse any costs or pay any compensation in case that The Tender Offer fails to materialise on the terms set out in The Tender Offer.”

Source: http://biznes.pap.pl/pl/news/listings/info/2805909,wezwanie-do-zapisywania-sie-na-sprzedaz-akcji-spolki-orzel-bialy-sa