GRUPA DUON SA Current report no 1/2016 08-01-2016 Conclusion of an agreement with Fortum Holding B.V. on the announcement of a public tender offer for subscription for the sale of 100% of the Issuer's shares
With reference to Current Report No. 45/2015 of 27 October 2015 in the matter of the commencement of a review of strategic options for the Issuer, the Management Board of Grupa DUON S.A. ("Issuer") hereby announces that on 8 January 2016 it concluded with Fortum Holding B.V., with its registered office in Amsterdam, the Netherlands ("Investor"), an agreement ("Agreement") under which the Investor undertook to announce a public tender offer for subscription for the sale of all of the Issuer's shares ("Tender Offer") within one business day of the date of the Agreement. Pursuant to the Agreement, the price per Issuer's share in the Tender Offer will amount to PLN 3.85 and the Tender Offer will be subject only to the satisfaction of specific conditions precedent, such as the Investor's obtaining the approval of the President of the Office for Competition and Consumer Protection for the purchase of the shares in the Tender Offer and exceeding the minimum number of shares subject to subscription amounting to 51% of the total number of the Issuer's shares. Pursuant to the Agreement, the Company undertook to cooperate with the Investor to complete the Tender Offer and not to take any actions aimed at thwarting the Tender Offer.
After announcing the Tender Offer, the Issuer's Management Board will present its stance in due time, in accordance with the provisions of the Act on Offerings.
Simultaneously with the conclusion of the Agreement, the Investor concluded with the Issuer's shareholders (including the Issuer's existing Management Board members) holding as at today the Issuer's shares representing approx. 44% of the votes at the Issuer's Shareholder Meeting, agreements under which the shareholders undertook to subscribe for the sale of all of the Issuer's shares they hold as part of the Tender Offer, subject to certain conditions.
At the same time, the Issuer announces that in accordance with the conditions of the incentive programs addressed to selected employees and management board members of the DUON Capital Group based on the conditional share capital increase through the issue of series L and M shares, the announcement of the Tender Offer will result in the possibility of taking up to 4,874,815 ordinary bearer shares.
