RB nr 34/2007
Komisja Nadzoru FinasowegoLegal basis: § 5 subpar. 1 pt. 1 of RO
The Management Board of MCI Management S.A. informs that on June 5, 2007 it received six agreements of sale of S4E S.A. shares signed on June 4, 2007 in the total number of 421,416 ordinary shares with their nominal value of PLN 1.00 between MCI Management S.A. and the management team and Members of the Supervisory Board of S4E S.A. The sold shares correspond in total to 24.98% of the share capital of the company. MCI Management SA shall receive for the sold shares in total PLN 1,748,876.40 that is PLN 4.15 per share. After the transaction of sale MCI Management S.A. holds 1,078,789 shares of S4E SA which represents 63.96% of the share capital of the company. The transaction was made in cash.
The partial exit of MCI Management S.A. from S4E S.A. is the result of the performance of the letter of intent concluded on February 20, 2007 between MCI Management S.A. and Roman Pudełko – Founder, Shareholder and Chairman of the Supervisory Board of the Company on the basis of which in the case making a decision to begin the process of preparation of S4E to go public, MCI Management S.A. shall agree the sale of 20 to 33% of the shares of S4E S.A. to Roman Pudełko within the pre IPO transaction at the valuation of the company at PLN 7 million for 100% of the shares. On the basis of the tag-along right provided for in the investment agreement other shareholders of S4E S.A. may joint the transaction.
According to the concluded agreements Roman Pudełko purchased from MCI Management S.A. the total of 396,901 shares representing 23.53% of the share capital increasing the commitment in the shareholding structure to 29.02% of the share capital. Five other shareholders of S4E S.A. (management team and a Member of the Supervisory Board) purchased in total 24,515 shares representing 1.45% of the share capital which resulted in an increase of the engagement of S4E S.A. management to 7.02% of the share capital.
The General Meeting of the Shareholders of S4E S.A. which was held on May 25, 2007 adopted resolutions on dematerialization of the shares and the consent to take legal steps aiming at introducing the shares to trading on the regulated or unregulated market of the Warsaw Stock Exchange. The shareholders also adopted amendments to the Statutes of the Company adjusting the Statutes to the requirements of the capital market and the rules of corporate governance.
The pre IPO transactions are consistent with the strategy of MCI Management S.A. assuming partial exits from investment projects conducted in the years 2000-2002. MCI Management S.A. realized profits on the transaction in the amount of PLN 1 327 460.40 and 14.5% IRR and 4.15% rate of return on invested capital.
As a result of the sale an attractive shareholding ownership of the company was built before IPO of the Company planed for 2007. MCI Management S.A. and S4E S.A. shall keep you informed of the details of planned IPO in next reports.
The purchased assets represent over 20% of the share capital of S4E S.A. and are considered assets of significant value.