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Subscriptions in Emperia Holding tender offer begin

The acceptance period for subscriptions to sell Emperia Holding shares in response to a tender offer announced by Lithuanian investor MAXIMA GRUPĖ began on Thursday, 14 December 2017. Subscriptions will be accepted until 21 February 2018. In a published statement, the Management Board of Emperia Holding stated that the tender offer is in line with the interests of the company and its employees and that the price proposed in the tender offer corresponds to the company's fair value.

In accordance with a set schedule, the acceptance period for subscriptions to sell Emperia Holding S.A. shares in response to a tender offer announced by MAXIMA GRUPĖ began on Thursday, 14 December 2017. Subscriptions will be accepted until 21 February 2018. The transaction is expected to be executed on the Warsaw Stock Exchange on 26 February 2018, and the transaction should be settled by the National Depository for Securities (KDPW) on 27 February 2018. mBank is acting as intermediary in the tender offer.

The tender offer covers 12 342 027 shares of Emperia Holding, which constitutes 100% of the company's share capital. The shares will be purchased for PLN 100 each. The price offered in the tender offer represents a 9.4% and 14.4% premium over the average market price in the 3 and 6 months prior to the tender offer announcement, respectively.

The transaction will be conducted on the condition that approval for concentration from the Office of Competition and Consumer Protection (UOKiK) is obtained and upon compliance with other conditions, including the achievement of the minimum number of shares covered by subscriptions in the tender offer entitling to 66% of the Company's total voting rights and adoption by the General Meeting of a resolution on amendments to the Company's articles of association in line with the content of the tender offer.

In a published statement concerning the tender offer announced by MAXIMA GRUPĖ, UAB, to subscribe for the sale of shares, the Management Board of Emperia Holding stated that the price proposed in the tender offer corresponds to the company's fair value. The Management Board also added that the tender offer is in line with the interests of the company and its employees. According to Emperia Holding's Management Board, the tenderer is treating the share purchase as a long-term investment. The tenderer plans further development of the store chain through organic growth as well as acquisitions. Given the above, it should be expected that the company and its subsidiaries will be consistently growing their operational scale and thus their employment levels. Moreover, according to Emperia Holding's Management Board, the new investor is expected to secure access to additional financing sources and know-how essential for implementing Emperia’s long-term strategy.

 

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Information about Emperia Group:

Emperia is a dynamic and prominent Polish group focused on the FMCG retail segment. Founded in 1990, Emperia has been creating retail history in Poland for 27 years. Emperia Group is present in the retail segment, which is supported by its property and IT divisions. It employs more than 8000 workers. The Group's operations are coordinated by Emperia Holding S.A., a company that has been listed on the Warsaw Stock Exchange for 15 years. Emperia Holding S.A. is responsible for developing strategy and monitoring progress at all of Emperia Group's companies.

Retail segment – comprising Stokrotka Sp. z o.o. - a company with Polish capital and an extensive tradition in Polish retail. Founded in Lublin in 1994, the company operates throughout the country. The first Stokrotka supermarket was founded in Łęczna near Lublin in 1996. Currently, the chain consists of over 400 stores in the proximity supermarket format, located in residential estates, mini shopping centres and shopping galleries. Typical locations range from 200 to 1 000 sqm and feature 4 000 - 10 000 assortment items, including groceries, beauty products, household chemistry and alcoholic beverages, as well as fresh products: bread, hams, fruits and vegetables. The stores also feature local products, made in the regions where the chain is present, and own-brand products. In 2013, the company launched its in-house logistics network, with a distribution centre in Teresin near Warsaw. In Q1 2016, it launched a second distribution centre in Lublin.

Property segment – manages a portfolio of 90 properties in support of Stokrotka's development. The segment invests exclusively in facilities intended for retail operations. The segment manages the property portfolio, procures new locations and executes development projects through a number of SPVs. Its investment strategy sees it focus on mini shopping galleries or shopping parks. The main company in this segment is Elpro Development S.A.

IT segment – since the consolidation of the Group's IT companies, completed in 2012, the IT operations are carried out by Infinite, which offers various technological solutions for both large and small manufacturing and retail companies. The company develops solutions for supporting strategic business processes, electronic data exchange and document workflow. It provides B2B integration solutions for transaction optimisation through automating relations between business partners. Infinite is present in Poland and in foreign markets.

http://emperia.pl

Information about MAXIMA GRUPE UAB:

MAXIMA GRUPĖ UAB is a holding company that owns the retail chains Maxima (in Lithuania, Latvia and Estonia), T-MARKET (in Bulgaria), ALDIK (in Poland) and the online grocery store Barbora. The company's consolidated revenue in 2016 reached EUR 2.693 billion. MAXIMA GRUPĖ UAB employs approx. 31 000 people.

http://www.maximagrupe.eu/en

 

Additional information:        

Mariusz Skowronek, tel. +48 698 612 866, e-mail: mskowronek@tauber.com.pl

Andrzej Kazimierczak, tel. +48 660 254 132, e-mail: akazimierczak@tauber.com.pl

 

Disclaimer:

This material is provided for information purposes only. Neither this material nor any of its parts consistute an offer or proposal to subscribe for the sale, purchase or acquisition or disposal in any other manner of any securities of Emperia Holding S.A. ("Company"), especially shares. This material does not constitute a recommendation concerning any securities of the Company or any entities from the Company's group.

Pursuant to art. 74 sec. 1 of the Act of 29 July 2005 on public offerings and the terms for introducing financial instruments into an organised trading system and on public companies ("Act on Public Offerings") and the ordinance of the Minister of Development and Finance of 14 September 2017 concerning templates for tender offers to subscribe for the sale or exchange of shares of a public company, detailed means of announcing such tender offers and the terms for purchasing shares as a result of such tender offers ("Ordinance"), the tender offer to subscribe for the sale of all of the Company's shares was announced by MAXIMA GRUPĖ, UAB ("Investor") in accordance with the procedure laid down in the Act on Public Offerings and the Ordinance. The content of the tender offer announced by the Investor constitutes the sole binding source of information on the tender offer, its terms and its deadlines. The Company, its subsidiaries, all other related parties as well as advisors shall not be liable for any damages resulting from the use of this material, its parts or its content or any other damages concerning this material.