Current Report No.: 34/2020
Legal basis: Art. 70 item 1 Act on Public Offering – Purchase or sale of a significant block of shares.
Contents of the report:
In reference to Current Report No. 31/2020 of October 26, 2020, which informed about the intention to acquire under the first stage of the buy-back program of own shares of Boryszew SA (“Company”, “Issuer”) of the Company’s shares held by Impexmetal S.A., i.e. 13,346,169 shares of Boryszew S.A., the Issuer’s Management Board informs that, acting within the limits of the authorization granted by Resolution No. 22 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019 regarding the authorization of the Management Board of the Company to purchase own shares of Boryszew S.A. and pursuant to Art. 362 § 1 point 8) and Art. 362 § 4 of the Commercial Companies Code, the Company acquired on October 30, 2020 in a block transaction on the Warsaw Stock Exchange S.A. 13,346,169 own shares so far held by Impexmetal S.A. (the transaction will be settled on October 30, 2020).
This transaction resulted in the fact that Boryszew S.A. exceeded direct involvement in own shares, 10% threshold of the total number of votes at the General Meeting (“GM”) of Boryszew S.A.
Before concluding the above-mentioned transaction, Boryszew S.A. held directly and indirectly through subsidiaries 38,000,000 shares of Boryszew S.A., entitling to 38,000,000 votes at the General Meeting, which constituted approximately 15.833% of the total number of votes at the General Meeting of Boryszew S.A., including:
- Boryszew S.A. – 21,448,831 own shares, entitling to 21,448,831 votes at the General Meeting, which constituted approx. 8.937% share in the share capital and the total number of votes at the General Meeting of Boryszew S.A.,
- Impexmetal S.A. – 13,346,169 shares of Boryszew S.A., entitling to 13,346,169 votes at the General Meeting, which constituted approximately 5.561% of the share capital and the total number of votes at the General Meeting of Boryszew S.A.,
- Alchemia S.A. – 3,200,000 shares of Boryszew S.A., entitling to 3,200,000 votes at the General Meeting, which constituted approx.1333% of the share capital and the total number of votes at the General Meeting of Boryszew S.A.,
- Polski Cynk Sp. z o.o. – 5,000 shares of Boryszew S.A., entitling to 5,000 votes at the General Meeting, which constituted 0.002% of the share capital and the total number of votes at the General Meeting of Boryszew S.A.
As of the date of settlement of the above transaction, the direct ownership of Boryszew S.A. has changed, which has been increased by shares of Boryszew S.A. previously owned by Impexmetal S.A. On the other hand, the total ownership, i.e. direct and indirect through subsidiaries, has not changed and includes 38,000,000 shares of Boryszew S.A., entitling to 38,000,000 votes at the General Meeting, which constitutes approx. 15.833 % of the total number of votes at the General Meeting of Boryszew S.A.
As of the date of settlement of the above total transactions, i.e. direct and indirect ownership of shares in Boryszew S.A. is as follows:
- Boryszew S.A. – 34,795,000 own shares entitling to 34,795,000 votes at the General Meeting, which constitutes approx. 14.498% of the share capital and the total number of votes at the General Meeting of Boryszew S.A.,
- Alchemia S.A. – 3,200,000 shares of Boryszew S.A., entitling to 3,200,000 votes at the General Meeting, which constitutes approximately 1,333% of the share capital and the total number of votes at the General Meeting of Boryszew S.A.,
- Polski Cynk Sp. z o.o. – 5,000 shares of Boryszew S.A., entitling to 5,000 votes at the General Meeting, which constitutes 0.002% of the share capital and the total number of votes at the GM of Boryszew S.A.
The Company informs that there are no subsidiaries of Boryszew S.A. that would hold the company’s shares and financial instruments regarding the shares of Boryszew S.A., referred to in Art. 69 section 4 points 7-9 of the Act on Public Offering, as well as there are no persons referred to in Art. 87 section 1 item 3 point c of the Act on Public Offering.
The Company would like to remind you that the shares acquired as part of the share buy-back are subject to the limitation referred to in Art. 364 § 2 of the Commercial Companies Code.
Detailed legal basis:
Art. 2 item 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation EU of the European Parliament and of the Council No. 596/2014 with regard to regulatory technical standards on the conditions applicable to buy-back programs and stabilization measures.
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.