RB nr 33/2006
Komisja Nadzoru FinasowegoLegal basis: Art. 56, subpar. 1, pt. 2 of the Act on Public Offering – current and periodic information
In connection with the publication of an article titled âIDM in troubleâ by Wojciech Surmacz in âPuls Biznesuâ daily on September 18, 2006, the Management Board of MCI Management SA think that because of the care for the good name of the Company and due to the important interest of the shareholders it is obliged to present the following position of the Company which is the denial, disclaimer or explanation of a lot of information included in the article regarding MCI Management SA.
1. The sale of Travelplanet.pl. SA shares in June 2004:
On June 9, 2004 MCI Management SA in a series of pre-IPO transactions sold Travelplanet.pl shares which corresponded to 25% of the share capital of the company. The information about the transaction in the form of a current report no. 46/2004 was disclosed on June 11, 2004. The shares of Travelplanet.pl were purchased by 2 financial institutions, 2 legal persons and by 9 individual investors. MCI Management SA realized directly 1350% rate of return on investment on the transaction. The transaction was organized and carried out properly by Dom Maklerski IDM SA. The transaction was settled in whole and the fund received the payment of the whole selling price of the shares (decreased by the amount of the commission due to the brokerage house.) Some shares of Travelplanet.pl, corresponding to 8.70% of the share capital, were purchased by IDM SA PL Doradztwo Finansowe sp. z o.o. MCI Management SA knew and agreed to the purchase of the shares by IDM SA PL Doradztwo Finansowe sp. z o.o. The Management Board of MCI Management SA declares that there are no formal and legal issues which would prevent or undermine this transaction. Furthermore, the Management Board of MCI Management SA stresses that the fact of acquisition of the shares by the offerer is beneficial due to the focus of the interest of the offerer on the project being carried out. This conclusion is confirmed by later successful stock exchange debuts of both Travelplanet.pl and Bankier.pl in which IPOs the shares were offered by Dom Maklerski IDM SA engaged earlier in the pre-IPO transactions. All this information was and is available to investors.
2. Issue of bonds convertible into MCI Management SA shares:
The suggestion of the author of the article that the change of book building date and the dates of subscription of the issue of Class A bonds convertible into MCI Management SA shares from July 2004 to September 2004 was caused by the lack of interest of the market in the offer of the fund is untrue. The true and real reasons of the change of the dates of book building and subscription of bonds were presented in the current report no. 50/2004 from June 29, 2004. Originally MCI Management SA was going to introduce the bonds to public trading by so called notification of the Securities and Exchange Commission, however, because such a way of introduction of bonds to public trading was significantly reducing the period for subscription, and the subscription would have taken place during summer holiday, MCI Management SA decided to change the way of introduction of bonds to public trading, subject to the consent of the Securities and Exchange Commission, and such a consent could have been granted only in the middle of August 2004 due to the summer holiday break in the operations of the Securities and Exchange Commission. In the opinion of the Management Board of MCI Management SA the subscription of bonds convertible into shares was conducted according to the prospectus and the course of the subscription had a regular, market character. As a result of the subscription the fund obtained PLN 10.02 million, considering such a result of the subscription optimal, taking into account the costs of financing the issue as well as the demand of the Company for the means to use in the implementation of investment projects. The evident assessment of the results of the subscription of bonds was presented by the Company in the current report no. 62/2004 from Sept. 17, 2004 and that is why all other opinions regarding the demand for the bonds or opinions regarding âtreatingâ the fund with the bonds are groundless, unfair and libelous in their nature. The Management Board of MCI Management SA stresses that the correct evaluation of the results of the subscription of bonds from 2004 was best confirmed during further intensive investment operations of the fund conducted in the years 2005-2006. There was never any lack of investment means and the fund informed investors on many occasion that it has sufficient and considerable means for the implementation of investment activities (see current report no. 19/2006 from June 27, 2006.) The Management Board of MCI Management SA stresses also that the means obtained from the issue of the bonds were used according to the objectives indicated in the prospectus.
3. Granting loans:
Due to the specificity of operations of MCI Management SA granting money loans belongs to the regular and standard operations of the fund. When granting loans the fund follows two basic rules: the loan must be properly secured and must be a source of good investment of free cash. The loans granted by the fund were also used and considered an element of a broader cooperation in the area of asset management of free cash. In the years 2004/2005 the fund cooperated with Dom Maklerski IDM SA in the scope of the fund free assets management. All loans granted both Dom Maklerski IDM SA and IDM SA PL Doradztwo Finansowe sp. z o.o. by the fund were returned to the fund on time that is in 2005, and thanks to those loans the fund realized greater rates of return than in the market. The fund stresses that in the period of 2004/2005 it cooperated also in the scope of asset management with CA IB Investment Management SA. The highest rate of return on investment was generated from the cooperation with Dom Maklerski IDM SA.
MCI Management SA has always conducted active and dynamic policy in the area of its free cash management. Depending on the market situation the fund always tries to apply the most effective and safest methods of asset management. Following this principle the fund has been implementing asset management through the cooperation with Deutsche Bank Polska SA since 2006. The information about this cooperation was presented in the current report no. 19/2006 from June 27, 2006. The Management Board of the fund stresses that the fund’s clearly defined strategy of investment of free cash in 2006 was approved by the Supervisory Board by Resolution no. 01/03/2006 from March 13, 2006.
The Management Board of MCI Management SA states that the Company in its operations has always followed applicable provisions of law and legalism. This regards also the care for the adjusting of the operations of the Company and its governing bodies to the principles of corporate governance applied in the Polish capital market.
The Management Board of MCI Management SA regrets that the author of the article proved biased and unconscientious in the scope of the issues described above.