RB nr 60/2004

Current Report No. 60/2004
Art. 81 PPO

In point 1.1.2 the following was added:
PWM – Portal Wykup Menedżerski
MCI jointly with Sokrates Inwestycje sp. z o.o. created PWM SA. The company does not carry out any operations yet. The objective of the company is the investment or takeover of WP.pl portal. PWM SA submitted an offer to purchase the enterprise of WP.PL portal for the amount not exceeding 36 mln PLN. On the basis of this offer the Board of Wirtualna Polska SA presented a composition proposal. The description of the conditions of the planned investment is presented in greater detail in point 6.6.1.2.

In point 6.6.1.2 the following was added:
MCI jointly with Sokrates Inwestycje sp. z o.o. created PWM SA. The company does not carry out any operations yet. The objective of the company is the investment or takeover of WP.pl portal. PWM SA submitted an offer to purchase the enterprise of WP.PL portal for the amount not exceeding 36 mln PLN. On the basis of this offer the Board of Wirtualna Polska SA presented a composition proposal. The offer of PWM SA is one of the two offers in the composition procedure. The other offer was submitted by the minority shareholders and it assumes a takeover of the portal for the value of uncontested receivables where at the same time they question the liability of Wirtualna Polska SA towards TP Emitel sp. z o.o. (about 34 mln PLN), which shall be interpreted as an offer of the portal takeover for 6 mln PLN. Only the court administrator is entitled to submit further proposals. Whether the receivable of TP Emitel sp. z o.o. can be considered unquestionable is disputable. In the present situation the offer of PWM SA is a better offer. The acceptance of the offer for 6 mln PLN would expose the creditors as well as the shareholders to a considerable loss. In the opinion of MCI there exists a risk of transforming the composition bankruptcy into a liquidation in connection with the dispute over the structure of the receivables of the company. In such a situation one should expect the emergence of new offerers interested in taking over the portal and the growth of the purchase price of the portal. MCI shall be still interested in the purchase of the portal. At present the fund estimates the market value of the portal at 60-80 mln PLN and it shall be interested in the extension of the consortium of the investors in order to invest in the company.
MCI has previously informed of its plans to buy the enterprise of WP.pl back from the official receiver in bankruptcy, which was in line with its original plans. The change of the situation shall be considered positive as MCI thinks the valuation of the company in open auction could reach 60-100 mln PLN, whereas the composition bankruptcy limitated potential offers to 2, which provides an opportunity to purchase the portal by MCI at a considerably lower price.
The investment in WP.PL accounts for about 33% of the value of the investment program of MCI for the years 2004-2005. Should the investment fail to be made due to a too high price, legal risks or for some other reasons, the fund shall follow the alternative investment in line with its investment strategy.

Board of MCI