Disclosing delayed confidential information – initiation by TIM S.A. of operations to perform a forced buyout of shares of Rotopino.pl S.A. and announcing the forced buyout of shares of Rotopino.pl S.A.
Date |
2018-12-13 |
Current report no. |
51/2018 |
| TIM S.A. with its seat in Wrocław (“the Company”) hereby publishes the confidential information which disclosure was delayed from 15 November 2018 pursuant to Article 17, section 4 of the Regulation no. 596/2014 of the European Parliament and of the Counci of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”), regarding the initiation of operations to announce by the Company the forced buyout (“Forced Buyout”) of shares of Rotopino.pl S.A. with its seat in Bydgoszcz, ul. Towarowa 36, 85-746 Bydgoszcz, listed in the Register of Entrepreneurs by the District Court in Bydgoszcz, 13th Commercial Department of the National Court Register under the following number KRS 30070 (“Rotopino.pl S.A.”). The reason for the disclosure by the Company of the above-mentioned confidential information is the expiration of premises legalising their delay due to announcing by the Company the forced buyout of shares of Rotopino S.A. on 13th December 2018. The delayed confidential information reads as follows: “The Board of TIM S.A. with its seat in Wrocław informs that as part of the carried out review of the strategic options, the Company informed in the Current Report no. 5/2018 of 22.03. 2018, acting pursuant to Article 82 of the Act of 29 July 2018 on the Public Offer of Financial Instruments (consolidated text: Dz. U. of 2018, item 512, as amended) in connection to purchasing on 18th September 2018 the substantial block of shares of Rotopino.pl S.A. in its seat in Bydgoszcz, as a result of which TIM S.A. exceeded the threshold of 90% in the total number of votes at the General Meeting of Rotopino.pl S.A. (as of 15.11.2018 TIM S.A. possesses 9,912,751 shares of Rotopino.pl S.A. entitling to 9,912,751 votes at the General Meeting of Rotopino S.A. which constitutes the share of 99.13% in the total number of votes at the General Meeting of Rotopino.pl S.A.), on 15.11.2018 the Board of TIM S.A. decided to initiate operations to request other Shareholders of Rotopino.pl S.A. to sell all possessed shares, i.e. 87,249 of bearers dematerialised ordinary shares, of value PLN 0.10 each, constituting share of 0.87% in the total number of votes at the General Meeting of Rotopino.pl S.A. (hereinafter referred to as: the “Forced Buyout”) at price set according to Article 82, section 2 of the Act of 29 July 2018 on the Public Offer of Financial Instruments (consolidated text: Dz. Dz. of 2018, item 512, as amended). The Forced Buyout of shares of Rotopino.pl S.A. shall be announced and carried out in conformity with the applicable provisions of law.” Justification of the delay of publishing the confidential information: Publishing the above-mentioned confidential information could breach the legally justified interests of the Company by potential risk of increasing the purchasing price of shares during the preparation of procedures for the forced buyout of shares. The Board of TIM S.A., in relation to announcing on 13 December 2018 the Forced Buyout of shares of Rotopino.pl S.A., publishes in the form of an Annexe the content of the notification about the Forced Buyout of shares of Rotopino.pl S.A. |
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
| 2018-12-13, Anna Słobodzian-Puła – Member of the Board 2018-12-13, Piotr Tokarczuk – Member of the Board |
