RB 39/2012

RB 39/2012 – NFOŚiGW and PGL LP holdings of BOŚ S.A. shares have changed –
released 22 June 2012
In connection with art. 70 point 1) of the Public Offering, Conditions Governing the
Introduction of Financial Instruments to Organised Trading, and Public Companies Act of
29 July (Journal of laws Dz.U.2009.185.1439 as amended), the Management Board of Bank
Ochrony Środowiska S.A. with registered seat in Warsaw hereby informs that on
21 June 2012 it received notices from the National Fund for Environmental Protection and
Water Resource Management in Warsaw (NFOŚiGW) and the company Państwowe
Gospodarstwo Leśne Lasy Państwowe (PGL LP) advising the Bank that following registration
of the issue of series P shares of BOŚ S.A. their respective holdings of votes at the general
meeting of the Bank have changed.
1.
The National Fund for Environmental Protection and Water Resource Management
share in the total vote at the general meeting of the Bank has been reduced, from
79.10% to 56.62%.
2.
The company Państwowe Gospodarstwo Leśne Lasy Państwowe share in the total vote
at the general meeting of the Bank has been reduced, from 5.68% to under 5%, i.e.,
4.28%.
The notices from the National Fund for Environmental Protection and Water Resource
Management and from the company Państwowe Gospodarstwo Leśne Lasy Państwowe in
Warsaw are attached hereto.
Notification received from
the National Fund for Environmental Protection and Water Resource Management:
In part fulfilment of provisions of art. 69 subpara. 2 point 2) of the Public Offering, Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and Public
Companies Act of 29 July (Journal of laws Dz.U. of 2009, No. 185, item 1439), hereafter “the
Act”, the National Fund for Environmental Protection and Water Resource Management
[NFOŚiG - Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej w Warszawie] in
Warsaw hereby notifies Bank Ochrony Środowiska S.A. that following registration of the
issue of series P shares of Bank Ochrony Środowiska S.A. the National Fund for
Environmental Protection and Water Resource Management share in the total vote has
changed by at least 1% of the total vote, from 79.10% to 56.62%.
Here are the data required under provisions of art. 69 subpara. 4 of the Act for inclusion in
such notification:
1. date and type of event which led to a change in the share in the total vote which is
the subject of the notification:
On 23 September 2011, an Extraordinary General Meeting of BOŚ S.A. approved, by
Resolution No. 5/2011, an increase in the authorised share capital of the Bank through
the issue of P series shares and the exclusion of pre-emptive rights of existing
shareholders with regard to this issue of shares. On 15 June 2012, the District Court for
the Capital City of Warsaw Commercial Department XII National Court Register
registered the increase of capital, of which the National Fund for Environmental
Protection and Water Resource Management was advised on 20 June 2012.
2. number of shares held prior to the change and their percentage share in the
company’s share capital, and the number of votes attached to these shares and
their percentage share in the total vote:
Shareholder
number of
shares held
share in
the share
capital
number of
votes
share in
the total
vote
Narodowy Fundusz Ochrony
Środowiska i Gospodarki Wodnej
w Warszawie
12 951 960
79.10%
12 951 960
79.10%
3. number of shares currently held and their percentage share in the company’s
share capital, and the number of votes attached to these shares and their
percentage share in the total vote:
Shareholder
Narodowy Fundusz Ochrony
Środowiska i Gospodarki
Wodnej w Warszawie
number of
shares held
12 951 960
share in
the share
capital
number of
votes
56.62% 12 951 960
share in
the total
vote
56.62%
4. information on any intention to further increase the shareholder’s share in the total
vote within 12 months from the notification date, and on the purpose of such
increase – in the case of a notification submitted in connection with reaching or
exceeding 10% of the total vote.
Not applicable.
5. entities subsidiary to the notifying shareholder such that hold shares of the
company.
Not applicable.
6. parties referred to in art. 87 subpara. 1 point 3 letter c):
Not applicable.
Notification received from
Państwowe Gospodarstwo Leśne Lasy Państwowe (PGL LP)
In part fulfilment of provisions of art. 69 subpara. 1 of the Public Offering, Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and Public
Companies Act of 29 July (Journal of laws Dz.U.05.184.1539 as amended) the forest
resource management company Państwowe Gospodarstwo Leśne Lasy Państwowe
(PGL LP) hereby notifies Bank Ochrony Środowiska S.A. (BOŚ S.A.) that the PGL LP share
in the authorised share capital of BOŚ S.A. as well as its share in the total vote have shrunk.
These reductions result from an increase in the authorised share capital of BOŚ S.A.
pursuant to a District Court for the Capital City of Warsaw Commercial Department XII
National Court Register decision of 15 June 2012 to register the increase in the authorised
share capital of BOŚ S.A. following issuance of 6 500 000 ordinary bearer shares in the
series P of nominal value PLN 10.00 each.
Prior to the increase in equity PGL LP held 5.97% of authorised share capital of BOŚ S.A.
and 5.97% of the total vote.
Following the increase in equity PGL LP holds 4.28% of authorised share capital of BOŚ S.A.
and 4.28% of the total vote.
PGL LP did not subscribe to the new issue of shares. The number of votes and shares
representing PGL LP has not changed and is 978 300 votes and 978 300 ordinary bearer
shares.