RB nr 38/2012
Komisja Nadzoru FinasowegoLegal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering – inside information in connection with § 5 subpar. 1 pt. 1 and pt. 3 of the Directive of the Minister of Finance on current and periodic information.
MCI Management S.A. based in Warsaw hereby informs about the transactions connected with the reorganization of the Capital Group communicated about in 2010, consisting in separating the asset management operations from asset investments. As a result of the reorganization the Capital Group made a number of transactions within the Capital Group and MCI.EuroVentures subfund where MCI Management S.A. holds indirectly 99.99% certificates. Due to statutory requirements the Company prepared this current report regarding the transactions inside the Capital Group and between entities that are 100% dependant by capital from MCI Management S.A. On May 29, 2012, MCI Management S.A. concluded an agreement of purchase of eighty eight million one hundred thousand two hundred bonds issued by Private Equity Managers S.A. (formerly MCI Partners S.A.) with subfund MCI.EuroVentures 1.0. at the price of eighty eight million nine hundred sixty four thousand forty 56/100 PLN payable by June 1, 2013. The price shall be increased by interest charged according to WIBOR 3M plus 2% margin. WIBOR 3M was established at the level which applied on the day of conclusion of the agreement. Private Equity Managers S.A. whose 100% shares are owned by MCI Management S.A. increased the share capital by four million four hundred thirty nine thousand five hundred sixty one PLN by issuing four million four hundred thirty nine thousand five hundred sixty one ordinary bearer shares with the nominal value of one PLN per one share and the total issue price of the share of eighty eight million seven hundred ninety one thousand two hundred twenty PLN. The shares in the increased capital of Private Equity Managers S.A. were taken up by MCI Management S.A. on the basis of the share subscription agreement concluded on May 30, 2012. Next, on May 30, 2012, Private Equity Managers S.A. and MCI Management S.A. concluded an agreement of deduction on the basis of which MCI Management S.A. deducted receivables from Private Equity Managers S.A. on account of redemption of eighty eight million one hundred thousand two hundred bonds at eighty eight million seven hundred ninety one thousand two hundred twenty PLN with the receivable of Private Equity Managers S.A. at eighty eight million seven hundred ninety one thousand two hundred twenty PLN on account of payment for the shares in the increased capital of Private Equity Managers S.A.
The value of MCI Management S.A. equity capital was assumed as the criterion of acknowledgement of the agreement of bond acquisition by MCI Management S.A. and conclusion of the agreement of share subscription and deduction between Private Equity Managers S.A. and MCI Management S.A.
There are following connections between the Company, its management or supervision personnel and the parties to the agreements mentioned above:
Tomasz Czechowicz is President of the Management Board in MCI Management S.A., Member of the Management Board in MCI Capital TFI S.A. and Chairperson of the Supervisory Board in Private Equity Managers S.A.
Konrad Sitnik is President of the Management Board in MCI Capital TFI S.A., Member of the Management Board in MCI Management S.A. and is President of the Management Board in Private Equity Managers S.A.
Magdalena Pasecka is Member of the Management Board in MCI Management S.A., Member of the Management Board in MCI Capital TFI S.A. and Member of the Management Board in Private Equity Managers S.A.
Sylwester Janik is Member of the Management Board in MCI Management S.A., Member of the Management Board in MCI Capital TFI S.A. and Vice-President of the Management Board in Private Equity Managers S.A.
Wojciech Marcińczyk is proxy in MCI Management S.A., Member of the Supervisory Board in MCI Capital TFI S.A. and Member of the Management Board in Private Equity Managers S.A.
Michał Chyczewski is Member of the Management Board w MCI Capital TFI S.A. and Vice-President of the Management Board in Private Equity Managers S.A.
Dariusz Adamiuk is Member of the Supervisory Board in MCI Management S.A. and Member of the Supervisory Board w Private Equity Managers S.A.
Wojciech Siewierski is Member of the Supervisory Board in MCI Management S.A. and Member of the Supervisory Board in Private Equity Managers S.A.
Magdalena Pasecka – Member of the Management Board
Tomasz Czechowicz – President of the Management Board