51/2014 – Announcement of a Public Tender Offer for Shares in Hutmen S.A.

51/2014

With reference to Current Reports No. 50/2014 of 22 September 2014, the Management Board
of Boryszew S.A. with the seat in Warsaw informs that on 25 September 2014, Boryszew S.A. and its subsidiaries included in the Boryszew Capital Group, i.e. SPV Boryszew 3 Sp. z o.o. with the seat in Warsaw, Impex – Invest Sp. z o.o. with the seat in Warsaw and Impexmetal S.A. with the seat in Warsaw acting together as Offerors announced Public Tender Offer for the sale of 8,869,415 (say: eight million eight hundred sixty nine thousand four hundred fifteen) shares in Hutmen S.A. with the seat in Warsaw (“Hutmen”) This, together with shares already held by the Boryszew’s subsidiaries (Impexmetal S.A. and Impex – Invest Sp. z o.o.), will cause the attainment of the level of 100 % of votes at the General Meeting of Hutmen (“Public Tender Offer”). The shares’ purchasing entity is SPV Boryszew 3 Sp. z o.o. – Boryszew’ subsidiary.

Purchase price of the shares in the Public Tender Offer is fixed to PLN 4.90 (say: four and 90/100) per one share – pursuant to the regulations of Article 79 of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies of 29 July 2005 (“Act on Public Offerings”).

The Public Tender Offer was announced with the intention of exceeding of 66 % of the total number of votes at the General Meeting and with the intention of abolition of dematerialization of Hutmen’s shares, i.e. pursuant to Article 74 par. 1 and Article 91 point 6 of the Act on Public Offerings.

It is planned, at the same time, to submit a prompt request of conveying a General Meeting of Hutmen and placing in the agenda the resolution on abolition of shares’ dematerialization and the resolutions on the amendment of the Articles of Association, especially as regards the conversion of bearer shares into registered shares

This means that in the case of adoption by the General Meeting a resolution regarding abolition dematerialization of Hutmen’s shares’ and obtaining a permission by the Polish Financial Supervision Authority on the restoration of shares the form of document, these shares will be delisted of circulation on the regular market.

Legal basis:
Article 56 par. 1 pt. 1 of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies of 29 July 2005

Signatures:
Piotr Szeliga – President of the Management Board