RB 9/2010

DEBICA
RB 9/2010
POLISH FINANCIAL SUPERVISION AUTHORITY
Current Report No. 9/2010
Preparation date: 8th June 2010
Abbreviated name of issuer:
DEBICA
Re:
Notification about entering into Memorandum of Understanding by the shareholders of Tire
Company Dębica S.A.
Legal grounds:
Art. 56 par. 1, item 1 of the Public Offering Act – Confidential Information
Report content:
The Management Board of Tire Company Dębica S.A. (“Company”) advises that on 7 June
2010 the Company received from PZU Asset Management S.A., with its registered office in
Warsaw, a notification about the conclusion of Memorandum of Understanding by the
Company shareholders specified therein. The Company’s Management Board provides the
received notification attached hereto.
AI. Jana Pawła lI 24, 00-133 Warszawa
ph.: (22) 582 21 90, (22) 582 35 40, fax: (22) 582 26 55, (22) 582 25 84, [email protected]
Warsaw, 7 June 2010
Tire Company Dębica S.A.
The President of Management Board
Mr Jacek Pryczek
ul. 1 Maja 1
39-200 Dębica
Fax: 0-14 6700957
Polish Financial Supervision Authority
Plac Powstańców Warszawy 1
00-950 Warszawa Fax: 2625532
NOTIFICATION
Acting pursuant to Art. 87 par. 1 subpar.5 in conjunction with Art.69 par. 1 and par. 2
subpar. 1) of the Act on Public Offering and Terms of Introduction into Organized
Trading System of Financial Instruments and on Public Companies (Journal of Laws
No. 184, item 1539, as amended), dated 29 July 2005, acting on our own and on
behalf of the PZU “Złota Jesień" Open Pension Fund hereby we advise that the
following entities:
PZU Asset Management S.A., acting on behalf of Powszechny Zakład Ubezpieczeń
S.A. (PZU), Powszechny Zakład Ubezpieczeń na śycie S.A. (PZU Life), PZU
KRAKOWIAK Open Equity Investment Fund, PZU MAZUREK Open Stable Growth
Investment Fund, PZU Sustainable Growth Investment Fund, PZU SME Equity Open
Investment Fund, PZU NOWA EUROPA Open Equity Investment Fund, PZU Open
Global Investment Special Fund – a subfund of PZU Equity Fund of Dividend
Companies, ”Słoneczna Jesień” Universal Pension Fund, enjoying, under the
concluded financial instrument portfolio management contracts, the right to exercise
jointly 11.81% votes attached to shares in TC Dębica SA (“Company”), which account
for 11.81 % of the Company’s shareholders’ equity with reference to holding the total
number of 1.630.256 shares in TC Dębica SA by the aforementioned entities
and
PZU “Złota Jesień" Open Pension Fund, represented by PZU SA Universal Pension
Society, holding 466.559 shares that account for 3.38% of the Company’s
shareholders’ equity, with the rights attached to exercise 3.38 % votes at the General
Meeting of TC Dębica SA
on 7 June 2010 entered into Shareholders’ Memorandum of Understanding
(Memorandum), which is annexed hereto. The Memorandum applies exclusively to
unanimous vote on the draft resolutions under each item of the Agenda of the
Ordinary General Meeting of Shareholders of TC Dębica SA, convened to be held on
8 June 2010, as set forth in the Current Report No. 4/2010 of TC Dębica SA and it
applies also to
PZU Asset Management Spółka Akcyjna, Al. Jana Pawła II 24, 00-133 Warszawa,
entered by the District Court for the City of Warsaw, 12th Commercial Division,
into register under No. KRS 0000025441, Tax Identification No. NIP 525-20-54-682, shareholders’ equity totaling PLN 5 000 000,
equity brought up in full.
the examination of motions tabled during the proceedings of the General Meeting. The
Parties to the Memorandum of Understanding committed themselves to vote on the
draft resolutions in the manner that had been agreed prior to the General Meeting of
TC Dębica SA, with an option of its verbal change during the General Meeting of TC
Dębica SA. The Memorandum became effective upon its signing and will remain in
force until the closing of General Meeting of TC Dębica SA to be held on 8 June 2010.
In relation to entering into the Memorandum of Understanding the Parties thereto hold
jointly 2.096.815 shares in Dębica SA, which gives the total of 15.19% votes attached
to shares that account for 15.19% of the total number of votes at the General Meeting
of TC Dębica SA convened to be held on 8 June 2010.
Each of the Parties to the Memorandum of Understanding advises that further
investment decisions on TC Dębica SA will take only and exlusively on its own based
on Company analyses and assessment of economic situation at the stock exchange.
In relation to that both PZU Asset Management SA and “Złota Jesień” Open Pension
Fund do not exclude an option of buying, nor selling shares within the period of 12
months from the Memorandum date, however, acting to this extent without any
communication with one another. In parallel the Parties to the Memorandum of
Understanding do not envisage buying, or selling shares of TC Dębica SA during the
effective term of Memorandum.
/-/
Piotr Góralewski
The President of Management Board
Powszechny Zakład Ubezpieczeń Spółka Akcyjna (PZU SA), Al. Jana Pawła II 24, 00-133 Warszawa,
entered by the District Court for the Capital City of Warsaw, 19th Commercial Division, into a register under
No. KRS 0000009831; Tax ID No. NIP 526-025-10-49, www.pzu.pl, Infoline: 0 801 102 102
Memorandum of Understanding of
Shareholders of Tire Company
Dębica S.A.
This Shareholders’ Memorandum of Understanding (“Memorandum") was concluded in
Warsaw, on 7 June 2010, by and between:
1. Powszechny Zakład Ubezpieczeń Spółka Akcyjna (PZU S.A.), with a registered office
in Warsaw, represented by PZU Asset Management SA pursuant to a power of attorney,
2. Powszechny Zakład Ubezpieczeń na śycie Spółka Akcyjna (PZU Life S.A.), with a
registered office in Warsaw, represented by PZU Asset Management SA pursuant to a power
of attorney,
3. PZU KRAKOWIAK Open Equity Investment Fund
4. PZU Open Sustainable Growth Investment Fund
5. PZU Open SME Equity Investment Fund,
6. PZU MAZUREK Open Sustainable Growth Investment Fund
7. PZU NOWA EUROPA Open Equity Investment Fund
8. PZU Global Investment Specialist Open Investment Fund - PZU Equity Subfund of
Dividend Companies
represented by PZU Asset Management SA pursuant to a power of attorney,
9. “Słoneczna Jesień” Universal Pension Fund represented by PZU Asset Management SA
pursuant to a power of attorney,
and
10. PZU “Złota Jesień” Open Pension Fund, represented by PZU SA Universal Pension Society.
§1
1. Powszechny Zakład Ubezpieczeń Spółka Akcyjna (PZU SA) represents that it is the
shareholder holding 393.798 shares in TC Dębica SA that account for 2.85% of
shareholders’ equity of TC Dębica SA, with votes attached that account for 2.85% of
the total number of votes at the General Meeting of TC Dębica SA and such voting
rights attached to shares may be exercised by PZU Asset Management SA under the
concluded third party financial instrument portfolio management contract.
2. Powszechny Zakład Ubezpieczeń Spółka Akcyjna (PZU SA) represents that it is the
shareholder holding 689.749 shares in TC Dębica SA that account for 4.99% of
shareholders’ equity of TC Dębica SA, with votes attached that account for 4.99% of
the total number of votes at the General Meeting of TC Dębica SA and such voting
rights attached to shares may be exercised by PZU Asset Management SA under the
concluded third party financial instrument portfolio management contract.
3. PZU KRAKOWIAK Open Equity Investment Fund represents that it is the
shareholder holding 207.560 shares in TC Dębica SA that account for 1.5% of
shareholders’ equity of TC Dębica SA, giving 1.50 % of total number of votes
at the General Meeting of TC Dębica SA, and such voting rights attached to shares
may be exercised by PZU Asset Management SA under the third party investment
portfolio management contract signed by PZU SA Investment Fund Society.
4. PZU Sustainable Growth Open Investment Fund represents that it is the shareholder
holding 43.221 shares in TC Dębica SA that account for 0.31% of shareholders’ equity
of TC Dębica SA, with votes attached that account for 0.31% of the total number of
votes at the General Meeting of TC Dębica SA and such voting rights attached to
shares may be exercised by PZU Asset Management SA under the third party
investment portfolio management contract signed by PZU SA Investment Fund
Society.
5. PZU SME Open Investment Fund represents that it is the shareholder holding 80.210
shares in TC Dębica SA that account for 0.58% of shareholders’ equity of TC Dębica
SA, with votes attached that account for 0.58% of the total number of votes at the
General Meeting of TC Dębica SA and such voting rights attached to shares may be
exercised by PZU Asset Management SA under the third party investment portfolio
management contract signed by PZU SA Investment Fund Society.
6. PZU MAZUREK Sustainable Growth Open Investment Fund represents that it is the
shareholder holding 178.051 shares in TC Dębica SA that account for 1.29% of
shareholders’ equity of TC Dębica SA, with votes attached that account for 1.29% of
the total number of votes at the General Meeting of TC Dębica SA and such voting
rights attached to shares may be exercised by PZU Asset Management SA under the
third party investment portfolio management contract signed by PZU SA Investment
Fund Society.
7. PZU NOWA EUROPA Open Equity Investment Fund represents that it is the
shareholder holding 6.704 shares in TC Dębica SA that account for 0.05% of
shareholders’ equity of TC Dębica SA, with votes attached that account for 0.05% of
the total number of votes at the General Meeting of TC Dębica SA and such voting
rights attached to shares may be exercised by PZU Asset Management SA under the
third party investment portfolio management contract signed by PZU SA Investment
Fund Society.
8. PZU Global Investment Specialist Open Investment Fund represents that it is the
shareholder holding 6.921 shares in TC Dębica SA that account for 0.05% of shareholders’
equity of TC Dębica SA, with votes attached that account for 0.05% of the total number of
votes at the General Meeting of TC Dębica SA and such voting rights attached to shares
may be exercised by PZU Asset Management SA under the third party investment portfolio
management contract signed by PZU SA Investment Fund Society.
9. “Słoneczna Jesień” Universal Pension Fund represents that it is the shareholder holding
24.042 shares in TC Dębica SA that account for 0.17% of shareholders’ equity of TC
Dębica SA, with votes attached that account for 0.17% of the total number of votes at
the General Meeting of TC Dębica SA and such voting rights attached to shares may be
exercised by PZU Asset Management SA under the concluded Fund’s asset management
contract.
10. “Złota Jesień” Open Pension Fund represents that it is the shareholder holding 466.559
shares in TC Dębica SA that account for 3.38% of shareholders’ equity of TC Dębica
SA, with votes attached that account for 3.38% of the total number of votes at the
General Meeting of TC Dębica SA and is entitled to exercise voting rights attached to
its shares.
§2
In relation to the Ordinary General Meeting of Shareholders of TC Dębica SA, convened to be
held on 8 June 2010 at Dębica with the Agenda set forth in the Current Report No. 4/2010 of
TC Dębica SA the Parties to the Memorandum commit themselves to vote unanimously
on the draft resolutions specified under each item of the Agenda referred to hereinabove, and
during the examination of motions tabled at the General Meeting. The Parties to the
Memorandum of Understanding commit themselves to vote on the draft resolutions in the
manner that will be agreed prior to the General Meeting of TC Dębica SA, with an option of
its verbal change during the General Meeting of TC Dębica SA.
§3
In relation to the conclusion of this Memorandum of Understanding PZU Asset Management
SA undertakes on behalf of the Parties to the Memorandum to notify forthwith TC Dębica SA
and the Polish Financial Supervision Authority about the content of this Memorandum within
timeframe allowing the Management Board of TC Dębica SA to publish a current report on
conclusion of the Memorandum. “Złota Jesień” Open Pension Fund authorizes PZU Asset
Management SA to notify Polish Financial Supervision Authority and TC Dębica SA.
§4
The Parties to the Memorandum commit not to acquire shares in TC Dębica S.A. during the
effective term of the Memorandum.
§5
1. The Memorandum of Understanding was made in 2 counterparts, one counterpart for
the parties represented by PZU Asset Management SA and one for “Złota Jesień”
Open Pension Fund.
2. Any modifications or amendments to the Memorandum of Understanding shall be
made in writing, otherwise being null and void.
3. The Memorandum becomes effective upon its signing and will remain in force until
the closing of General Meeting of TC Dębica SA to be held on 8 June 2010.