Raport.

PFLEIDERER GROUP SA (26/2019) Informacja o ogłoszeniu wezwania do zapisywania się na sprzedaż akcji Pfleiderer Group S.A. przez Volantis Bidco B.V.

Podstawa prawna: Art. 17 ust. 1 MAR - informacje poufne.
Zarząd spółki Pfleiderer Group S.A. ("Spółka") informuje, że powziął informację o ogłoszeniu w dniu 11 lipca 2019 r. przez spółkę Volantis Bidco B.V. ("Wzywający"), za pośrednictwem Powszechnej Kasy Oszczędności Bank Polski Spółka Akcyjna Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie, wezwania do zapisywania się na sprzedaż 23.519.515 (dwudziestu trzech milionow pięciuset dziewiętnastu tysięcy pięciuset piętnastu) akcji zwykły na okaziciela Spółki, po cenie 25,17 zł za jedną akcję i uprawniających do wykonywania 36,35% ogólnej liczby głosów na walnym zgromadzeniu Spółki ("Wezwanie").
Wezwanie zostało ogłoszone na podstawie art. 73 ust. 1 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemy obrotu oraz o spółkach publicznych oraz zgodnie z rozporządzeniem Ministra Finansów z dnia 14 września 2017 r. w sprawie wzorów wezwań do zapisywania się na sprzedaż lub zamianę akcji spółki publicznej, szczegółowego sposobu ich ogłaszania oraz warunków nabywania akcji w wyniku tych wezwań.
Pełny tekst Wezwania, przekazany Spółce przez Wzywającego, który został jednocześnie opublikowany w języku polskim za pośrednictwem Polskiej Agencji Prasowej (http://biznes.pap.pl/pl/news/listings/info/2760834,wezwanie-do-zapisywania-sie-na-sprzedaz-akcji-spolki-pfleiderer-group-s-a-) załączony jest do niniejszego raportu bieżącego.
Stanowisko Zarządu Spółki w sprawie Wezwania zostanie opublikowane przez Spółkę w formie odrębnego raportu bieżącego.
Niniejszy raport został sporządzony zgodnie z przepisami art. 17 ust. 1 Rozporządzenia Parlamentu Europejskiego i Rady (UE) nr 596/2014 z dnia 16 kwietnia 2014 r. w sprawie nadużyć na rynku (rozporządzenie w sprawie nadużyć na rynku) oraz uchylające dyrektywę 2003/6/WE Parlamentu Europejskiego i Rady i dyrektywy Komisji 2003/124/WE, 2003/125/WE i 2004/72/WE.

Lista plików:

  • Załącznik nr: 1

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  • Załącznik nr: 2

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    Please note that this is a non -binding English convenience translation of a tender offer document that was made
    public in Polish language. In case of any discrepancies between English and Polish versions, Polish version
    shall prevail.
    Notice to U.S. Holders: The Tender Offer is not being made, and will not be made, directly or indirectly in or into,
    or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any
    facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile
    transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The
    Shares may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within
    the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer
    document and any other documents or materials relating to the Tender Offer are not being, and must not be,
    directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by
    custodians, nominees or trustees) in or into the United States or to any U.S. persons or a ny persons located or
    resident in the United States. Any purported tender of Shares in a Tender Offer resulting directly or indirectly
    from a violation of these restrictions will be invalid and any purported tender of Shares made by a person located
    in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal
    giving instructions from within the United States will be invalid and will not be accepted.
    Each holder of Shares participating in a Tender Off er will represent that it is not a U.S. person, it is not located in
    the United States and it is not participating in such Tender Offer from the United States or it is acting on a
    nondiscretionary basis for a principal that is not a U.S. person, that is lo cated outside the United States and that is
    not giving an order to participate in such Tender Offer from the United States. For the purposes of this and the
    above paragraph, United States means United States of America, its territories and possessions (inc luding Puerto
    Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
    of the United States of America and the District of Columbia.
    THIS MATERIAL IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR
    DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
    TERRITORY OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER
    JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR
    DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR
    WOULD REQUIRE REGISTRATION.

    This non -binding English convenience translation does not constitute an offer for the sale of securities
    in the United States, Canada, Japan, Australia, or any other jurisdiction where such offer for sale would
    constitute a violation of the applicable laws or would require registration.


    EMEA 122064660
    TENDER OFFER TO SUBSCRIBE FOR THE SALE OF SHARES
    IN PFLEIDERER GROUP S.A.
    This tender offer to subscribe for the sale of shares in Pfleiderer Group S.A. (the “Company ”) with
    its registered office in Wrocław (the “Tender Offer ”) is announced by Volantis Bidco B.V. with its
    registered office at Prins Bernhardplein 200, 1097 JB, Amsterdam, the Netherlands (the “Bidder ”)
    in connection with the intended acquisition of share s in the Company by the Bidder, representing up
    to 66 % of the total votes at the general meeting of the Company. This Tender Offer is announced
    pursuant to Article 7 3, Section 1 of the Act of July 29, 2005 on public offering and the conditions
    governing th e introduction of financial instruments to organized trading and public companies
    (consolidated text: Dz. U. of 201 9, Item 623 , as amended) (the “Public Offering Act ”) and in
    compliance with the Ordinance of the Minister of Finance of September 14, 2017 on the forms of
    tender offers to subscribe for the sale or exchange of shares in a public company, the detailed
    procedures of the announcement thereof, and the conditio ns for acquiring shares pursuant to such
    tender offers (Dz. U. of 2017, Item 1748) (the “Ordinance ”).
    1. Description of shares subject to the tender offer, including the class and the issuer thereof,
    with an indication of the number of votes at the general me eting attached to each share of
    a given class.
    This Tender Offer is announced for 23,519,515 (twenty three million five hundred nineteen
    thousand five hundred fifteen) ordinary bearer shares of the Company with a nominal value of
    PLN 0.33 per share, issued by PFLEIDERER GROUP S.A. with its registered office at


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 2
    Strzegomska 42 AB, 53 -611 Wrocław, Poland registered in the register of entrepreneurs of the
    National Court Register maintained by the District Court for Wrocław -Fabryczna in Wrocław,
    VI Commercial Di vision of the National Court Register under number 0000011422 , officially
    listed and traded on the main market operated by Giełda Papierów Wartościowych w
    Warszawie S.A. (the Warsaw Stock Exchange, the “WSE ”), dematerialized and registered with
    Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) under
    ISIN: PLZPW0000017 (the “Shares ”).
    Each Share carries one vote at the general meeting of the Company .
    2. First name and surname or business name, domicile (registered office) and address of the
    bidder
    Business Name: Volantis Bidco B.V. (the “Bidder ”)
    Registered Office: Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands
    Address: Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands
    CCI number : 75047551
    3. First name and surname or business name, domicile (registered office) and address of the
    entity acquiring the shares
    The sole entity purchasing the Shares under the Tender Offer is the Bidder referred to in Section
    2 hereinabove .
    4. Business name, registered office, address, telephone and fax numbers and e -mail address
    of the intermediary
    Business name: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna
    Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie
    „DM PKO BP ”
    Registered office: Warsaw
    Address: ul. Puławska 15, 02 -515 Warszawa
    Phone: +48 22 521 80 10 oraz + 48 22 521 80 12
    Fax: +48 22 521 79 46
    E-mail: [email protected]
    5. The percentage of votes from shares covered by the tender offer and the corresponding
    number of shares that the purchasing entity intends to acquire under the tender offer,
    with an indication of the number of dematerialized shares and the votes attached to them
    Under the Tender Offer, the Bidder , as the sole entity p urchasing the Shares , intends to acquire
    36.35% of the total number of Shares and votes at the general meeting of the Company, i.e.
    23,519,515 (twenty three million five hundred nineteen thousand five hundred fifteen). Such
    Shares corresponding to 23,519,5 15 (twenty three million five hundred nineteen thousand five
    hundred fifteen) votes at the general meeting of the Company.
    All 23,519,515 (twenty three million five hundred nineteen thousand five hundred fifteen)
    Shares covered by the Tender Offer are dem aterialized. Each Share affords to one vote at the
    general meeting of the Company .


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 3
    6. An i ndication of the minimum number of subscribed shares that the entity acquiring the
    shares will acquire, and the number of votes corresponding to such shares – if determined
    The Bidder, as the sole entity purchasing the Shares, intends to acquire the Shares on the
    condition that at least 16,868,046 (sixteen million eight hundred sixty eight thousand forty six )
    Shares, that is at least 26.07 % of the total numbe r of Shares, corresponding to at least
    16,868,046 (sixteen million eight hundred sixty eight thousand forty six ) votes at the general
    meeting of the Company are subscribed for under the Tender Offer.
    The Bidder, as the sole entity purchasing the Shares, r eserves the right to acquire the Shares
    covered by the subscriptions even if the above condition is not satisfied.
    If the Bidder, as the sole entity purchasing the Shares, decides to acquire the Shares despite the
    fact that the aforementioned condition ha s not been satisfied, it will disclose such information
    immediately through an information agency referred to in Article 58 of the Public Offering Act.
    Additionally, the information on making this decision will be published by the Bidder in at least
    one na tional daily newspaper no later than 2 (two) business days after the day on which such
    condition should have been satisfied.
    7. Percentage of votes at the general meeting that the entity acquiring the shares intends to
    acquire as a result of the tender offer, and the number of shares corresponding to such
    votes
    As a result of the Tender Offer, the Bidder, immediately upon the completion of the Tender
    Offer, intends to obtain up to 42,702,664 (forty two million seven hundred two thousand six
    hundred sixty four ) Shares , corresponding to 42,702,664 (forty two million seven hundred two
    thousand six hundred sixty four) votes at the general meeting of the Company, that represents
    no more than 66 % of the total number of Shares and votes at the general meeting of the
    Company.
    8. The proportion in which the shares will be purchased by each of the purchasing entities
    – if more than one entity intends to acquire the shares
    Not applicable. Only the Bidde r, as the sole entity purchasing the Shares, intends to acquire the
    Shares subject to the Tender Offer.
    9. The price at which shares are to be purchased under the tender offer, such price to be
    specified separately for each class of shares with identical voti ng rights if the shares
    subject to the tender offer vary in terms of the number of votes at the general meeting
    according to particular classes of shares
    The Shares subject to the Tender Offer will be purchased at a price of PLN 25.17 (twenty five
    zloty 17 /100 ) per one Share (the “Tender Offer Price ”).
    All the Shares subject to the Tender Offer afford the same number of votes per share .
    10. The price from which, pursuant to Article 79 of the Public Offering Act, the price set forth
    in Section 9 cannot be lower, specified separately for each class of shares with identical
    voting rights if the shares subject to the tender offer vary in terms of the number of votes
    at the general meeting according to particular classes of shares, including an expla nation
    of the grounds on which the price has been determined
    The Tender Offer Price is not lower than the minimum price fixed pursuant to the provisions
    of Article 79 of the Public Offering Act.
    The market price being the arithmetic average of the average daily prices weighted by the
    volume of trade in the 6 (six) months period preceding announcement of the Tender Offer,


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 4
    during which the Shares were traded on the WSE main market, is PLN 25.17 (twenty five zloty
    17/100 ) per one Share .
    During the 12 (twelve ) months preceding the Tender Offer announcement date, neither the
    Bidder nor its subsidiaries or dominant entities acquired the Shares.
    In the period of 12 (twelve) months prior to the announcement of the Tender Offer, the Bidder’s
    issued new shares to i ts dominant entities, i.e. Field Point Acquisitions S.à r.l., Field Point IV
    S.à r.l., Field Point V S.à r.l., Brookside S.à r.l., Kings Forest S.à r.l., Yellow Sapphire S.à r.l.,
    in exchange for Company shares which were contributed in -kind to the Bidder.
    In exchange for the Company ’s shares, i.e. 19.183.149 (nineteen million one hundred eighty
    three thousand one hundred and forty nine) bearer shares in the Company , Bidder’s issued
    99,999 (ninety nine thousand nine hundred ninety nine) new shares with a nominal value of
    1.00 EUR (one euro) each and the total nominal value of 99,000.00 EUR and total value
    approximately 110,540,97 7.00 EUR (one hundred ten million five hundred forty thousand nine
    hundred seventy seven euro ), which corresponds t o the amount of approximately 5.76 EUR
    (five euro 76/100 ) for 1 (one) share of the Company , i.e. 24.50 PLN (twenty four zloty 50/100 )
    calculated based on the EUR/PLN exchange rate 0.2352 (Bloomberg – open July 8, 2019) .
    The Bidder is not, and in the period of 12 (twelve) months preceding the Tender Offer
    announcement date was not, a party to the agreements refer red to in Article 87 , Section 1 i tem
    5 of the Public Offering Act.
    All shares are shares of the same type and do not differ in terms of the number of votes at the
    general meeting of the Company.
    11. The t ime limit for the tender offer to be completed, including the time limit for accepting
    subscriptions for the shares covered by the tender offer, with instructions as to whether,
    and upon the fulfillment of what conditions, the time limit for accepting subscriptions will
    be shortened
    Da te of Tender Offer announcement: 11 July, 201 9
    Date of commencement of the subscription period: 1 August, 2019
    Date of termination of the subscription period: 16 August, 2019
    Expected date of the Share purchase transaction on the WSE: 20 August, 2019
    Expec ted settlement of the Share purchase transaction : 21 August, 2019
    Pursuant to § 7 , Section 2 , Item 3 of the Ordinance, the subscription period for the Shares
    subject to the Tender Offer may be extended (once or several times), at the sole discretion of
    the Bidder, by up to 70 (seventy) days in aggregate. Pursuant to § 7 , Section 5 of the Ordinance,
    the Bidder shall provide notif ication of the extension of the subscription period for the Shares
    subject to the Tender Offer no later than 7 (seven) days prior t o the expiry of the initial
    subscription period for the Shares subject to the Tender Offer.
    Pursuant to § 5 , Section 3 , Item 2b of the Ordinance, the subscription period for the Shares
    subject to the Tender Offer may be extended (once or several times) for the period of time
    necessary for the receipt of the required consent for a concentration referred to in Section 29
    hereof, however, such subscription period shall not be longer than 120 (one hundred and
    twenty) days. Pursuant to § 5 , Section 5 , Item 1b of the Ordinance, the Bidder shall provide
    notif ication of the extension of the subscription period for the Shares subject to the Tender
    Offer no later than on the last day of the initial subscription period for the Shares subject to the
    Tender Offer.
    Th e subscription period for the Shares subject to the Tender Offer will not be shortened.


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 5
    12. Identification of the dominant entity with respect to the Bidder
    The Bidder is directly controlled by Rathcoole S.à r.l. , a private limited liability company
    (société à responsabilité limitée ), incorporated and existing under the laws of Luxembourg ,
    having its registered office at 22 Grand -Rue, 1660, Luxembourg, the Grand Duchy of
    Luxembourg and registered with the Luxembourg Trade and Companies Register ( R.C.S.
    Luxembourg ) under number B221445 .
    The Bidder is indirectly controlled by Raheny, S.à r.l. , a private limited liability company
    (société à responsabilité limitée ), incorporated and existing under the laws of Luxembourg ,
    having its registered office at 22 G rand -Rue, 1660, Luxembourg, the Grand Duchy of
    Luxembourg and registered with the Luxembourg Trade and Companies Register ( R.C.S.
    Luxembourg ) under number B221440 .
    Raheny, S.à r.l. is a special purpose vehicle indirectly controlled by funds advised and/or
    managed by Strategic Value Partners LLC and its affiliates , incorporated and existing under the
    laws of the United States of America , having its registered office in Wilmington, Delaware,
    19808, USA (postal address: 100 West Putnam Avenue, Greenwich, CT 06 830, the United
    States of America) .
    13. Identification of the dominant entity with respect to the entity acquiring the shares
    The entity purchasing the Shares is the Bidder, therefore the required information is provided
    in Section 12 hereinabove.
    14. Percentage of votes at the general meeting of the Company and the number of shares
    corresponding to such number of votes held by the Bidder jointly with a dominant entity,
    dependent entities and/or other parties to the a greement referred to in Art icle 87 , Sec tion
    1, Item 5 of the Public Offering Act
    As at the Tender Offer announcement date, the Bidder holds 19 ,183 ,149 (nineteen million one
    hundred eighty three thousand one hundred forty nine) Shares entitling the Bidder to exercise
    19 ,183 ,149 (nineteen million one hu ndred eighty three thousand one hundred forty nine) votes ,
    constituting approximately 29.65% of the total number of Shares and votes at the general
    meeting of the Company.
    Neither the dominant entity nor the dependent entities of the Bidder hold any Shares .
    The Bidder is not a party to an acting in concert ag reement regarding the Shares referred to in
    Art icle 87 , Sec tion 1 , Item 5 of the Public Offering Act .
    15. The number of votes and the number of shares corresponding to such number of votes
    which the tenderor intends to achieve jointly with the dominant entity and the dependent
    entities after the tender offer procedure is completed
    Information on the number of votes and number of shares corresponding to such number of
    votes, which the Bidder intends to achieve as the sole entity acquiring the Shares, is disclosed
    in Section 7 hereinabove.
    The dominant entities or subsidiaries of the Bidder do not intend to acquire any Shares under
    the Tender Offer.
    The Bi dder is not a party to the agreements referred to in Article 87 , Section 1 , Item 5 of the
    Public Offering Act.


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 6
    16. The p ercentage of votes at the shareholders meetings held by the entity acquiring the
    shares jointly with the dominant entity and the dependent entities and the number of
    shares corresponding to such number of votes
    The entity purchasing the Shares is the Bidder, therefore the required information is provided
    in Section 14 hereinabove.
    17. The n umber of votes at shareholders meetings that the entity acquiring the shares intends
    to achieve jointly with the dominant entity and the dependent entities after the tender
    offer procedure is completed and the number of shares corresponding to such votes
    The Bi dder is the only entity acquiring the Shares , therefore the required information is
    provided in Section 7 hereinabove.
    18. Indication of the type of relations between the bidder and the entity acquiring the shares
    Not applicable. The Bidder is the purchasing entity.
    19. Indication of the places where subscriptions for shares covered by the tender offer will be
    accepted
    Subscriptions for Shares will be accepted at the customer service points ( “Customer Service
    Points ”, “POK ”) of DM PKO BP , in accord ance with the list indicated below:
    No. Customer Service Point Address Postal Code City
    1. POK DM in Bełchatów Wojska Polskiego 65 St. 97 -400 Bełchatów
    2. POK DM in Białystok Rynek Kościuszki 16 15 -426 Białystok
    3. POK DM in Bydgoszcz Gdańska 23 St. 85 -005 Bydgoszcz
    4. POK DM in Częstochowa Najświętszej Maryi Panny
    19 Ave.
    42 -200 Częstochowa
    5. POK DM in Elbląg Teatralna 9 St. 82 -300 Elbląg
    6. POK DM in Gdańsk Okopowa 3 St. 80 -958 Gdańsk
    7. POK DM in Gdynia Waszyngtona 17 St. 81 -342 Gdynia
    8. POK DM in Jelenia Góra Różyckiego 6 St. 58 -506 Jelenia Góra
    9. POK DM in Katowice Warszawska 7 St. 40 -009 Katowice
    10. POK DM in Koszalin Jana Pawła II 23/25 St. 75 -841 Koszalin
    11. POK DM in Kraków (1) Piłsudskiego 19 St. 31 -110 Kraków
    12. POK DM in Kraków (2)* os. Centrum E 13 31 -934 Kraków
    13. POK DM in Legnica Wrocławska 25 St. 59 -220 Legnica
    14. POK DM in Lublin Krakowskie Przedmieście
    14 St.
    20 -002 Lublin
    15. POK DM in Łódź Piłsudskiego 153 Ave. 92 -332 Łódź
    16. POK DM in Olsztyn Erwina Kruka 30 St. 10 -541 Olsztyn
    17. POK DM in Opole Reymonta 39 St. 45 -072 Opole
    18. POK DM in Płock Jana Pawła II 2 Ave. 09 -410 Płock
    19. POK DM in Poznań Wolności 3 Square 60 -914 Poznań
    20. POK DM in Puławy Partyzantów 3 St. 24 -100 Puławy
    21. POK DM in Raciborz Pracy 21 St. 47 -400 Racibórz
    POK DM in Jastrzębie -
    Zdrój
    Piłsudskiego 31 Ave. 44 -335 Jastrzębie -
    Zdrój
    22. POK DM in Rzeszów 3 Maja 23 St. 35 -959 Rzeszów
    POK DM in Krosno Bieszczadzka 3 St. 38 -400 Krosno
    23. POK DM in Sosnowiec Kilińskiego 20 St. 41 -200 Sosnowiec
    24. POK DM in Suwałki * Noniewicza 89 St. 16 -400 Suwałki


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 7
    No. Customer Service Point Address Postal Code City
    25. POK DM in Szczecin Niepodległości 44 Ave. 70 -404 Szczecin
    26. POK DM in Toruń Szeroka 14/16 St. 87 -100 Toruń
    27. POK DM in Wałbrzych * Bolesława Chrobrego 9 St. 58 -300 Wałbrzych
    28. POK DM in Warszawa (2) Sienkiewicza 12/14 St. 00 -010 Warszawa
    29. POK DM in Warszawa (1) Puławska 15 St. 02 -515 Warszawa
    30. POK DM in Wrocław Ks. Piotra Skargi 1 St. 50 -082 Wrocław
    31. POK DM in Zielona
    Góra *
    Żeromskiego 2 St. 65 -066 Zielona Góra
    * subscriptions may be submitted until August 14, 2019 (inclusive)
    The Tender Offer document and all the forms necessary to submit the subscription can be
    obtained at each of the Customer Service Points indicated above .
    20. The dates on which the bidder will acquire shares under the tender offer from the
    responding sharehold ers, during the tender offer.
    During the Tender Offer period , until the end of the subscription period for the Shares subject
    to the Tender Offer, the Bidder, as the entity purchasing the Shares, will not acquire Shares
    from the responding shareholders.
    21. The timing and manner in which the purchaser will pay for the purchased shares where
    there are shares other than dematerialized shares
    Not applicable. All Shares are dematerialized.
    22. The class and value of securities to be issued in exchange for the acquir ed shares; the
    terms of their valuation should also be specified – if the tender offer provides for an
    exchange of shares
    Not applicable. The Tender Offer does not provide for an exchange of the Shares for other
    securities.
    23. Exchange ratio or detailed met hod of determining such ratio – if the tender offer provides
    for an exchange of the shares for other securities
    Not applicable. The Tender Offer does not provide for an exchange of the Shares for other
    securities.
    24. Indication of the cases in which the exch ange ratio may be changed - if the tender offer
    provides for an exchange of the shares for other securities
    Not applicable. The Tender Offer does not provide for an exchange of the Shares for other
    securities.
    25. Procedure and manner of conducting an exchange - if the tender offer provides for an
    exchange of the shares for other securities
    Not applicable. The Tender Offer does not provide for an exchange of the Shares for other
    securities.
    26. A representation of the purchaser regarding the possibility of carrying out clearing
    settlement of exchange transactions - if the tender offer provides for an exchange of the
    shares for other securities
    Not applicable. The Tender Offer does not provide for an exchange of the Shares for other
    securities.


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 8
    27. Indication of whether the bidder is a dominant entity or a subsidiary of the issuer of the
    tender offer shares, with a description of the nature of this domination or dependence
    Not applicable. The Bidder i s not a dominant entity or a subsidiary of the Company.
    28. Indication of whether the purchasing entity is a dominant or a subsidiary of the issuer of
    the tender offer shares, with a description of the nature of this domination or dependence.
    The entity purch asing the Shares is identical to the Bidder, therefore the required information
    is provided in Section 27 hereinabove.
    29. The purchasing entity ’s statement that all conditiones iuris to the purchase of shares
    under the tender offer have been met and/or on its receipt of a notification of no objection
    to the purchase of such shares and/or on its receipt of a decision of the pertinent body
    granting consent to such purchase and/or on its receipt of a decision granting consent to
    the concentration of undertakings, or an indication that the tender offer is announced on
    the condition that appropriate conditiones iuris , decisions or notifications shall have been
    obtained, together with the deadline by which, according to the best knowledge of the
    bidder, these conditi ones iuris , decisions or notifications relating to purchase of shares
    and/or the decisions granting consent to the concentration of undertakings should occur,
    not later than the closing of the subscription period.
    The Tender Offer is subject to the conditio iuris of the European Commission granting an
    unconditional consent under Article 6(1)(b) of Council Regulation (EC) No 139/2004 of 20
    January 2004 (the “Regulation ”) to a concentration consisting of taking over the control of the
    Company through t he acquisition by the Bidder of the Shares or lapse of the statutory period in
    which such consent should be issued pursuant to Article 10(6) of the Regulation.
    The Bidder reserves the right to decide whether to acquire the Shares in the Tender Offer in
    accordance with Article 7(2) of the Regulation in spite of nonfulfillment in due time of the
    condition described in the preceding sentence.
    The condition refer red to in this Section 29 is expected to be satisfied by 16 August 2019 i.e.
    no later than on the last day of the subscription period. This deadline may be extended once or
    several times up to 29 November 2019 if the aforementioned condition is not satisfi ed within
    the initial deadline.
    Information on the fulfillment or non -fulfillment of the above condition and information on
    whether the Bidder decides to purchase the subscribed Shares despite the non -fulfillment of the
    above condition, shall be immediatel y made public through a news agency, no later than on the
    first business day after the last day of the subscription period, and by publication in at least one
    national daily newspaper no later than two working days following the day on which such
    condition should be fulfilled.
    30. Conditions under which the tender offer is to be announced, information as to whether
    the bidder intends to acquir e the shares under the tender offer if such conditions are not
    satisfied and the date by which the conditions should be satisfied; such a date not to fall
    later than the final date for accepting subscriptions under the tender offer.
    The Tender Offer is announced subject to the following con ditions being satisfied :
    (a) subscriptions placed under the Tender Offer cover the minimum number of Shares
    referred to in Section 6 hereinabove; and
    (b) the conditio iuris referred to in Section 29 hereinabove .


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 9
    The Bidder expects that all conditions included in this Tender Offer document will be satisfied
    before the end of the subscription period, i.e. where the subscription period is not prolonged,
    on 16 August 2019 at the latest.
    The Bidder, as the entity purchasing the Shares, reserves the right to acquire th e Shares even if
    the c ondition set forth in Section 30(a) and Section 30(b) hereof is not satisfied.
    Information regarding the satisfaction or non -satisfaction of the abovementioned conditions
    within the timeframe set out in the Tender Offer, and on the B idder ’s decision whether or not
    to acquire the Shares if either of these conditions is not satisfied, will be promptly delivered for
    publication to an information agency as referred to in Article 58 of the Public Offering Act, and
    published in at least one national daily newspaper no later than two (2) business days after the
    satisfaction of the condition or the deadline for its satisfaction.
    31. Details of the bidder ’s intentions towards the target company.
    Ahead of the Tender Offer announcement, on July 9 , 2019, the Bidder and Atlanti k S.A., a
    limited liability company (société anonyme), incorporated and organized under the laws of the
    Grand Duchy of Luxembourg, having its registered office at 6 rue Jean Monnet, L -2180
    Luxembourg, registered with the Luxembo urg Trade and Companies Register (Registre de
    Commerce et des Sociétés) under number B170670 (“Atlantik ”) entered into the agreement
    pursuant to which Atlantik is unconditionally and irrevocably obliged , among others , not to
    respond to the Tender Offer and not to sell its 19.28% stake in the Company constituting
    12,47 4,561 (twelve million four hundred seventy four thousand five hundred sixty one) Shares
    and corresponding to 12,47 4,561 (twelve million four hundred seventy four thousand five
    hundred sixty one) votes at the general meeting of the Company as of the Tender Offer
    announcement date .
    Following the completion of the Tender Offer , the Bidder may consider entering into
    discussions with remaining shareholders of the Company (including Atlanti k) who did not
    respond to the Tender Offer in order to determine whether further listing on the WSE is in line
    with the Company’s strategy or whether going private would be more beneficial and improve
    the Company’s business operations.
    32. Details of the purch asing entity ’s intent ions towards the target company
    Since the Bidder is the only entity purchasing the Shares under the Tender Offer, the requested
    information is included in Section 31 hereinabove.
    33. The right to withdraw from the Tender Offer
    Pursuant to Article 77 , Section 3 of the Public Offering Act, the Bidder may withdraw from the
    announced Tender Offer only if after the announcement of the Tender Offer another entity
    announces a public tender offer for all shares in the Company in exchange for a pric e no lower
    than the Tender Offer Price offered by the Bidder in the Tender Offer.
    34. The settlement procedure under § 6 , Section 1 of the Ordinance chosen for the tender
    offer to be launched in the circumstances described in Article 73 , Section 1 of the Publi c
    Offering Act.
    If the number of subscribed shares is less than or equal to the number of Shares indicated in the
    Tender Offer, the Bidder, as sole entity acquiring the Shares will acquire all the shares covered
    by the subscriptions made during the subscription period in the Tender Offer . If the number of
    shares covered by the subscriptions made during the subscription period in the Tender Offer
    exceed s the number of Shares indicated in the Tend er Offer , the Bidder will acquire all the
    Shares indicated in the Tender Offer based on the proportional reduction principle .


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 10
    35. The chosen procedure for acquiring the shares if the pro rata reduction referred to in §
    6, Section 1 and 2 of the Ordinance resul ts in fractional shares remaining – for a tender
    offer under Article 73 , Section 1 of the Public Offering Act.
    If after the application of the proportional reduction principle fraction s of Shares remain, such
    shares will be allotted first to subscription o rders covering the highest number of shares and
    lastly to subscription orders covering the lowest number of shares, until 23,519,515 (twenty
    three million five hundred nineteen thousand five hundred fifteen) Shares are allotted .
    36. Detailed description of th e established collateral referred to in Article 77 , Section 1 of the
    Public Offering Act, its type and value, as well as a comment on the delivery to the Polish
    Financial Supervision Authority of a certificate on the establishment of collateral
    In order to secure the acquisition of the Shares in the Tender Offer for the period until the
    acquisition of the Shares in the Tender Offer was settled, funds were blocked on the Bidder 's
    investment account maintained by DM PKO BP.
    The collateral was established for a total amount of not less than 100% of the value of all the
    Shares to be acquired by the Bidder as the entity purchasing the Shares under the Tender Offer.
    The relevant certificate confirming the establishment of the collateral was delivered to the
    Polish Financial Supervision Authority together with a notification on the Tender Offer
    pursuant to Article 77 , Section 1 of the Public Offering Act .
    37. Other informa tion which the Bidder finds important for investors
    37.1 Other information regarding the sale of Shares in the Tender Offer:
    This Tender Offer document, along with any subsequent updates and changes to the information
    contained herein that will be made public in accordance with applicable law is the only legally
    binding document containing information on the terms and conditions for the sale of Shares
    under the Tender Offer. This Tender Offer, as well as actions taken in response to th is Tender
    Offer, are gove rned by Polish law.
    This Tender Offer is addressed to all shareholders of the Company holding Shares during the
    subscription period for the sale of Shares in the Tender Offer. The shares subject to
    subscriptions submitted in response to the Tender Offer a nd being the subject of a sale
    transaction under the Tender Offer must be fully transferable and free from any third party
    rights the provisions of which prevent their sale under the Tender Offer, in particular , the shares
    may not be pledged.
    Neither t he Bidder nor DM PKO BP will be liable for reimbursement of costs incurred by the
    Company ’s shareholders, their proxies or statutory representatives as a result of taking actions
    necessary to submit a subscription for the sale of Shares in the Tender Offer an d will not be
    obliged to reimburse any costs or pay any compensation should the Tender Offer fail to take
    place on the terms and conditions specified in the Tender Offer.
    37.2 The procedure to respond to the Tender Offer
    Any persons or entities intending to re spond to the Tender Offer who hold the Shares should
    provide the investment firm maintaining their securities account with ; (i) an instruction to issue
    a deposit certificate including the last date of the settlement of the transaction under the Tender
    Offe r (inclusive) , and (ii) an irrevocable order to sell the Shares to the acquirer including the
    last date for performing the transaction under the Tender Offer (inclusive).
    In DM PKO BP Customer Service Points listed in Item 1 9 above , during the Tender Offe r, on
    the days when a WSE session is held, during POK business hours, the person or entity intending
    to respond to the Tender Offer should submit two copies of the form for the subscription for
    the sale of the Shares, the template of the form will be avail able at the POK (with one copy for


    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 11
    the responder to the Tender Offer and one for DM PKO BP ) and submit to the POK the original
    deposit certificate issued by the entity maintaining the securities account of the shareholder.
    The person or entity responding to the Tender Offer bears all legal, financial and tax
    consequences of the investment decisions made.
    Under the Tender Offer, only subscriptions made in accordance with the document templates
    provided by DM PKO BP will be ac cepted.
    37.3 Settlement costs :
    Shareholders submitting subscriptions will incur the usual costs of brokerage fees as well as
    costs and expenses charged by entities maintaining securities accounts related to the issuance
    of a deposit certificate and the settle ment of Share sale transactions under the Tender Offer.
    Shareholders making subscriptions should contact the entities maintaining their securities
    accounts to determine the amounts of commission and fees due.



    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 12
    Signatures of persons acting on behalf of the Bidder


    ________________________________
    ________________________________
    Rafał Kamiński
    Attorney -In-Fact



    Tender Offer to subscribe for the sale of shares in Pfleiderer Group S.A.

    EMEA 122064660 13
    Signatures of persons acting on behalf of DM PKO BP


    ________________________________ ________________________________
    ____ ____________________________ ________________________________
    Bożena Kłopotowska - Deputy Director
    of DM PKO BP
    Piotr Rusiecki - Deputy Director
    of DM PKO BP



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WSZYSTKIE KOMUNIKATY SPÓŁKI
Informacje o spółce
Nazwa:Pfleiderer Group SA
ISIN:PLZPW0000017
NIP:719-10-00-479
EKD: 20.20 produkcja płyt wiórowych
Adres: ul. Strzegomska 42AB 53-611 Wrocław
Telefon:+48 71 7471000
www:www.pfleiderer.pl
Kalendarium raportów
2019-11-06Raport za III kwartał
2019-09-25Raport półroczny
Komentarze o spółce PFLEIDERER GROUP
2019-09-15 10-09-58
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