Regulatory filing
The management board of Agora S.A. (the "Company", "Agora") announces that on April 24th, 2015 the Company purchased a total of 771,960 own shares in the second stage of the share buyback program. All purchased shares are ordinary bearer shares quoted on Warsaw Stock Exchange, each with a nominal value of PLN 1.0, which in total (as at the date of this report) represent 1.52% of the Company's share capital and 771,960 votes at the general meeting of the Company, which represents 1.13% of total votes at the general meeting of the Company (the "Purchased Shares"). The purchase price was PLN 12.00 per one Purchased Share and PLN 9,263,520 for all of the Purchased Shares.
The Purchased Shares were acquired with the aim of being redeemed. The Purchased Shares were acquired outside of the regulated market, via Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK, in settlement of the offer to buy shares of Agora S.A. announced by the Company on April 1st, 2015 (the "Offer"). The Company announced the Offer in current report no. 3/2015 on April 1st, 2015. The Offer was announced on the basis of the authorization to buy the Company's shares granted by the ordinary general meeting of the Company in resolution no. 7 as of June 24th, 2014 (the "Own Shares Purchase Program"). Under the Own Shares Purchase Program, the management board of the Company was authorized to purchase up to 3,638,380 shares representing up to 10% of the Company's share capital as at the date of the resolution adopting the Own Shares Purchase Program, including 3,271,960 bearer shares and 366,420 registered shares.
The authorization to buy own shares was granted to the management board of the Company for the period ending on the earlier of June 30th, 2015 or the utilization of all funds allocated to the Own Shares Purchase Program, i.e. PLN 50,937,380. The Company announced the resolution adopting the Own Shares Purchase Program in current report no. 20/2014 on June 24th, 2014. The number of bearer shares offered by shareholders for sale under the Offer totalled 34,761,779 shares. Shareholders did not offer registered shares for sale.
Since the total number of bearer shares offered by shareholders for sale under the second stage of the Own Shares Purchase Program exceeded the total number of shares intended to be purchased by the Company under the Offer (i.e. 771,960 shares), the number of shares purchased from individual shareholders was calculated according to the reduction principles detailed in point 10 of the Offer. The average reduction rate applied to the pool of the bearer shares was 97.8%. Before the settlement of the Offer announced in the second stage of the Own Shares Purchase Program, the Company held already 2,500,00 own shares, each with a nominal value of PLN 1.0 purchased during the first stage of the Own Shares Purchase Program.
As a result of the execution of two stages of the Own Shares Purchase Program and after the settlement of the Offer, the Company holds in total 3,271,960 own shares, each with a nominal value of PLN 1.0, which (as at the date of this report) in the aggregate represent 6.42% of the Company's share capital and 3,271,960 votes at the general meeting of shareholders of the Company, which represents 4.81% of total votes at the general meeting of the Company. In accordance with applicable laws, the Company does not exercise the shareholder's rights attached to own shares.
The Company finalized the Own Shares Purchase Program due to the execution of two offers to which the management board was authorized in the resolution of the general meeting of shareholders. Within the Own Shares Purchase Program the Company purchased the maximum number of bearer shares determined by the resolution of general meeting of shareholders. The registered shares were not offered for sale on any stage of the Own Shares Purchase Program. Legal basis: Article 56 Section 1 Item 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text published in the Journal of Laws of 2013, Item 1382) and § 5 Section 1 Item 6 in connection with §12 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognised as being equivalent to information required by the laws of a state which is not a member state (consolidated text published in the Journal of Laws of 2014, Item 133).