GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Legal Proceedings Report • Sep 18, 2020

Current Report 20/2020Date: 18 September 2020Topic: Disclosureof delayed inside information concerning the conclusion of anon-disclosure agreement with the Central Bank of Armenia in connectionwith discussions regarding potential purchase of interest in the ArmeniaSecurities Exchange (AMX)Legal basis: Article 17(4) MAR -notification of delayed disclosure of inside information.Content:Actingpursuant to Article 17(1), (4), and (7) of Regulation (EU) No 596/2014of the European Parliament and of the Council on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC ("MAR"), the Management Board of the WarsawStock Exchange ("GPW", "Company") herewith discloses to the publicinside information concerning the conclusion of the non-disclosureagreement of 6 March with the Central Bank of Armenia in connection withdiscussions regarding potential purchase of interest in the ArmeniaSecurities Exchange (AMX) ("6 March Inside Information").Contentof the inside information delayed on 6 March 2020 in accordance withArticle 17(4) MAR:"The Management Board of the Warsaw StockExchange ("GPW", "Company", "Issuer") hereby announces that it signed anon-disclosure agreement of 6 March 2020 ("Agreement") with the CentralBank of Armenia ("CBoA"). The Agreement was signed in connection withdiscussions regarding potential equity relations including the purchaseof CBoA's interest in the Armenia Securities Exchange (AMX).GPWpoints out that the commencement of the process does not imply that anyfurther steps will be taken. Potential purchase of interest in AMX willrequire among others a due diligence and the necessary corporateapprovals.GPW will announce next steps of the process in a dedicatedcurrent report."Grounds for delaying the disclosure of the6 March Inside Information to the public:The Company has delayedthe disclosure of the 6 March 2020 Inside Information to the public dueto the fact that immediate disclosure of the information was likely toprejudice the legitimate interests of the issuer. In the opinion of theCompany, earlier disclosure of the information could impair thepotential further negotiations. When the decision was made to delay thedisclosure of the 6 March 2020 Inside Information, the probability thatthe negotiations would continue could not be reasonably estimated in theopinion of GPW.As a consequence, earlier disclosure of the 6March 2020 Inside Information to the public could mislead the Company'sshareholders as to the actual status of the project. Given that theoutcome of the potential negotiations could not be reasonably predicted,the Management Board considered that earlier disclosure of the InsideInformation to the public could lead to the information being misjudged,resulting in potential impact on the Company's valuation.On18 September 2020, the Company decided to publish the delayed 6 March2020 Inside Information as the grounds for delaying its disclosureceased to exist.The Company took actions and measures necessaryto ensure the confidentiality of the Inside Information until itsdisclosure to the public, in particular by implementing an internalprocedure for the circulation and protection of the information at Grouplevel. When the Company decided to delay the disclosure of the InsideInformation to the public, in accordance with Article 18 MAR, a list ofinsiders having access to the Inside Information was drawn up, monitoredon an on-going basis, and updated as necessary.In accordancewith the third paragraph of Article 17(4) MAR, the Company shall,immediately after the publication of this report, notify the PolishFinancial Supervision Authority of the delay of the disclosure of theinside information and present written explanations concerning thefulfilment of the criteria laid down in Article 17(4)(a)-(c) MAR.Legalbasis: Article 17(4) of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC (EU Official Journal L 173).