An Extraordinary General Meeting of Emperia Holding has passed with an overwhelming majority a resolution concerning amendments to the Company's articles of association. The adoption of the resolution was backed by shareholders representing 97.7% of votes participating in the general meeting, thus meeting one of the conditions specified in the tender offer to sell 100% of Emperia Holding's shares announced by MAXIMA GRUPĖ pursuant to an investment agreement.
An Extraordinary General Meeting of Emperia Holding held on 20 December 2017 passed a resolution concerning amendments to the Company's articles of association. 97.7% of the shareholders participating in the general meeting, i.e. a significant majority, voted to adopt the resolution. Close to 74% of the Company's share capital was represented at the Extraordinary General Meeting.
The adoption of this resolution by shareholders was one of the conditions in a tender offer announced by MAXIMA GRUPĖ, UAB, as specified in an investment agreement executed on 23 November 2017.
Pursuant to the investment agreement, the Lithuanian investor announced a tender offer for the sale of Emperia's shares at PLN 100 per share. The tender offer covers 12 342 027 shares of Emperia Holding, which constitutes 100% of the company's share capital. 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. Subscriptions may be submitted between 14 December 2017 and 21 February 2018. The transaction is expected to be executed on the Warsaw Stock Exchange on 26 February 2018 and should be cleared by the National Depository for Securities (KDPW) on 27 February 2018.
The other conditions of the tender offer include approval for concentration from the Office of Competition and Consumer Protection (UOKiK) and the achievement of a minimum number of shares covered by subscriptions in the tender offer entitling to 66% of the Company's total voting rights.
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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.
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.
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.