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RNS - Ujawnienie opóźnionej informacji poufnej o rozpoczęciu przez Cyfrowy Polsat S.A. ("Spółka") rozmów z (i) ZE PAK S.A. w przedmiocie rozważanego zaangażowania kapitałowego przez Spółkę w wybrane akty...

Company: Cyfrowy Polsat S.A. Date: 2021-12-20 Language: English Register to download
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Subject:Disclosure of delayedinside information regarding the commencement by Cyfrowy Polsat S.A.(the "Company") of talks with (i) ZE PAK S.A. concerning thecontemplated capital engagement by the Company in selected assets of ZEPAK S.A., which are used for electric energy production based on low andzero-emission technologies, and with (ii) Elektrim S.A., Embud 2 sp. zo.o. S.K.A. and potentially other investors engaged in a relevantproject concerning the contemplated acquisition by the Company ofselected real estate assets from these entities.Actingpursuant to Article 17 Sections 1 and 4 of the Regulation (EU) No596/2014 of the European Parliament and of the Council of 16 April 2014on market abuse ("MAR"), the company Cyfrowy Polsat S.A. (the "Company")is releasing the following inside information concerning thecommencement by the Company of talks with (i) ZE PAK S.A. concerning thecontemplated capital engagement by the Company in selected assets of ZEPAK S.A. which are used for electric energy production based on low andzero-emission technologies, i.e., in particular, the production of powerfrom biomass, hydrogen, atoms, wind and the Sun, and with (ii) ElektrimS.A., Embud 2 sp. z o.o. S.K.A. and, potentially, other investorsengaged in a relevant project concerning the contemplated acquisition bythe Company of selected real estate assets from these entities, inparticular assets related to the "Port Praski" investment (the "InsideInformation").Thepublic disclosure of the Inside Information was delayed on 29 November2021 pursuant to Article 17 Section 4 of MAR.Contentof the delayed Inside Information:"TheManagement Board of Cyfrowy Polsat S.A. (the "Company") announces thaton 29 November 2021, in connection with the contemplated new strategy ofthe Company and in order to analyze the possibility of itsimplementation, the Management Board of the Company decided to commencetalks with (i) ZE PAK S.A. ("ZE PAK") concerning the contemplatedcapital engagement by the Company in selected assets of ZE PAK which areused for electric energy production based on low and zero-emissiontechnologies, i.e., in particular, the production of power from biomass,hydrogen, atoms, wind and the Sun, and with (ii) Elektrim S.A.("Elektrim"), Embud 2 sp. z o.o. S.K.A. ("Embud") and, potentially,other investors engaged in a relevant project concerning thecontemplated acquisition by the Company of selected real estate assetsfrom these entities, in particular assets related to the "Port Praski"investment (the "Transaction").\_#8195;The Companynotes that the process of negotiations is in the initial stage and thatits outcome and probability of successful finalization are uncertain.Agreeing on the terms of the Transaction is dependent on a number ofconditions, with the most important of them including the settlement ofthe detailed terms of the Transaction and of the documentation necessaryto its execution, results of due diligence that are satisfactory for theCompany and obtaining of necessary approvals from the competent bodiesof ZE PAK, Embud, Elektrim and, potentially, other investors involved inrespective projects. The settlement of the terms of the Transactionshould also include the determination of the specific assets which willbe the subject of the Transaction and the level of capital engagement bythe Company.The Company willreport on further steps in the pending negotiations in separate currentreports.In parallel, theCompany announces that so far no binding decisions have been made as tothe execution by the Company of the proposed Transaction and it is notcertain if and when such decisions will be made in the future. TheCompany will publish updates regarding the progress made in compliancewith the binding provisions of law."Rationalefor delayed disclosure of the Inside Information:Inthe opinion of the Management Board, the delay in the disclosure of theInside Information complied, at the time the decision on the delay wastaken, with the conditions set out in MAR and in the guidelines of theEuropean Securities and Markets Authority of 20 October 2016 concerningthe delaying of disclosure of inside information.Thepositive outcome of the negotiations and their potential finalizationdepended on the course of the negotiations, including the agreeddetailed conditions of capital engagement of the Company in selectedassets of ZE PAK and the sale of assets by Elektrim, Embud and otherinvestors engaged in the relevant projects as well as the documentationnecessary to execute the above mentioned processes.Theagreement on the terms of the Transaction was also to include thedetermination of specific assets which will be the subject of theTransaction and the level of capital engagement of the Company. Withoutsuch detailed arrangements it was difficult for the Company to evaluatethe Transaction and its potential impact on the developed strategy.Moreover,at the time of embarking on these actions by the Company, the outcome ofthe negotiations and, inevitably, the likelihood of successfulcompletion of the negotiations were unknown to the Company.TheManagement Board of the Company believes that under these circumstancesimmediate disclosure of information about the commencement of talks withZE PAK, Elektrim and Embud (and, potentially, other investors engaged inthe relevant project), constituting a stage in a protracted processaimed at the execution of the Transaction, generated the risk ofprejudicing lawful interests of the Company and its capital groupthrough a possible negative impact on the course of this process bydeteriorating the Company's position in the negotiations or it couldeven result in a failure to finalize this process in the future.Furthermore, the commencement of the talks is an element of theassessment of the possibility of introducing and implementing a newstrategy of the Company, which was not ready at that stage and adecision about its implementation was not adopted.Inparticular, the disclosure of the Inside Information on the commencementof talks with ZE PAK, Elektrim and Embud (and, potentially, otherinvestors engaged in the relevant project) concerning the Transactioncould affect the market price of the Company shares before the finaldecisions were taken by the Management Board of the Company and thecompetent bodies of ZE PAK, Embud, Elektrim (and, potentially, otherinvestors involved in the relevant project) with respect to theexecution of the Transaction, which could adversely affect thepossibility of attaining the anticipated business and financialobjectives by the Company.Inthe opinion of the Management Board of the Company, there were nopremises indicating that a delayed disclosure of the Inside Informationcould mislead the public and investors with regard to the probability ofmaterialization of the Transaction and its conditions, and result in animproper assessment of such information and of its potential impact onthe Company's goodwill, in particular since the Company had not made anyprior public announcements on the subject matter of the InsideInformation.Simultaneously,the Management Board of the Company declares that it undertook stepsrequired under MAR in order to assure the confidentiality of the InsideInformation until its public disclosure, in particular by the internalinformation circulation and protection procedures implemented on thelevel of the Company capital group. As required under Article 18 of MAR,at the moment of deciding to delay disclosure of the Inside Informationa list of persons who have access to the Inside Information was createdand later monitored and updated on an as-needed basis.Consideringthe legitimate interests of the Company and its shareholders, and with aview to complying with the legal requirements of MAR, the Company willissue a separate report to announce a successful completion of thenegotiations, as the case may be, the commencement of the execution ofthe Transaction and its terms, should such information be classified asinside information.The InsideInformation may be made public before the lapse of that time if theCompany enters into conditional agreements or other arrangements wherebythe parties will agree to execute the Transaction.Pursuant toArticle 17 paragraph 4 of MAR, the Company will notify the PolishFinancial Supervision Authority of the delay in disclosure of the InsideInformation, stating the reasons for the delay, immediately upon thepublic disclosure of the delayed Inside Information, in accordance withArticle 4 paragraph 3 of the Commission Implementing Regulation (EU)2016/1055 of 29 June 2016 laying down implementing technical standardswith regard to the technical means for appropriate public disclosure ofinside information and for delaying the public disclosure of insideinformation in accordance with Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council.Thedelayed Inside Information will not be disclosed to the public if itceases to be classified as inside information before the scheduled dateof its publication, in particular as a result of the Company deciding towithdraw from conducting the talks concerning the execution of theTransaction.