The acquire of own shares for redemption

The acquire of own shares for redemption

On October 16th 2008, the Extraordinary General Shareholders Meeting of Impel SA authorized the Company to acquire from its shareholders no more than 3,000,000 treasury shares with a view of redeeming them. The Company will allocate no more than PLN 35,000,000 for the share purchase. The Company’s acquisition of treasury shares will be financed with funds accumulated in the Company profit-based capital reserves, which total PLN 47,829,853.80 as at June 30th 2008.

Should the Company be presented with Series C registered preference shares to be repurchased, the Management Board of the Company will be obliged to execute actions resulting from the pre-emptive rights of the shareholders holding Series C registered preference shares of the Company, pursuant to Art.7.2 of the Company’s Articles of Association.

Concurrently, the Extraordinary General Shareholders Meeting of Impel SA authorized and obligated the Company to set out detailed terms, dates and procedures for repurchase of treasury shares, and specifically to undertake actions leading to announcing and summoning shareholders to subscribe for disposal of the Company’s treasury shares, as specified in Art.72 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, provided that the Management Board has established such procedures for repurchase of treasury shares.

On January 6th 2009, the Management Board of Impel SA announced the Tender Offer for the sale of Impel SA shares, in connection with Resolution No. 3 of the Extraordinary General Meeting of the Company’s Shareholders dated October 16th 2008, on approval to the Company’s acquisition of its own shares with a view to redeeming them. Impel SA announced the Tender Offer for the sale of 3,000,000 ordinary bearer shares, for the price of PLN 9.40 per share. Subscriptions will be accepted from January 15th to Janaury 28th 2009. Full contents of the Tender Offer.

On January 9th 2009, the Management Board of Impel SA decided to change the Price referred to in Section 9 of the Tender Offer, at which the Company would purchase the Tendered Shares, from PLN 9.40 to PLN 9.14 per share.

The decision on changing the Price was made due to the correction of the arithmetic average of the average daily prices, weighted by the volume of trade in the period of 6 months preceding the Tender Offer announcement. The correct figure was PLN 9.14. Adoption of an erroneous average figure (PLN 9.40) in the calculation of the Price resulted from circumstances beyond the Company’s control, and falling outside the scope of its responsibility.

On January 28th 2009, the subscription for the sale of Impel SA shares completed. Within the subscription period i.e. from January 15th 2009 to January 28th 2009, Dom Inwestycyjny BRE Banku S.A. accepted subscriptions for a total of 3,111,297 shares of the Company. Proportional reduction of 3.577% was applied to the subscriptions, pursuant to the principles set out in the Tender Offer.

On February 2nd 2009, Impel SA conducted a transaction under which it bought back 3,000,000 of its own shares, at PLN 9.14 per share, for a total price of PLN 27,420,000.

Following the purchase of the buyback shares, Impel SA holds a total of 3.000.000 own shares, representing 19.8 % of the Company’s share capital, carrying 3,000,000 votes i.e. 14.89 % of total vote at the Company’s GM. Pursuant to regulations of the Code of Commercial Companies, the Company cannot exercise participation carried by its own shares.

 

 

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