GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Regulatory Filings • Jun 13, 2016

Current report no. 23/2016Date: 13 June 2016Topic: Conclusion ofa significant conditional agreement concerning Aquis Exchange sharesLegalbasis: Article 56.1(2) of the Offering Act - current and periodicinformationContent:Giełda Papierów Wartościowych w WarszawieS.A. ("Warsaw Stock Exchange", "GPW", "Exchange") announces that,according to information provided by GPW by the Management Board ofAquis Exchange Limited ("Aquis Exchange", "Aquis"), on 10 June 2016, asa result of signing by all shareholders of Aquis Exchange, an annex tothe Aquis shareholders' agreement ("Annex") entered into force, wherebyGPW agreed to conditionally sell ("Call Option") the entire package ofAquis Exchange shares ("Shares") held at the time of exercising the CallOption.The Call Option may be exercised by Aquis Exchange only uponthe future fulfilment of either of the following two conditions:1.Negative decision of GPW concerning a potential restructuring of AquisExchange or its capital structure as necessary to implement an initialpublic offering (IPO).2. Negative decision of GPW concerning apotential initial public offering (IPO) by Aquis Exchange.In such acase, the Call Option may be exercised on the following terms:•Aquis Exchange holds the right to execute the Call Option.• AquisExchange or an entity named by Aquis may buy the Shares.• Theselling price of the Shares is GBP 37.00 (in words: thirty-seven poundssterling) per share.• The Call Option may only be exercised for allShares.• The Call Option is valid until the end of November 2017 andthen expires.• The Call Option may be exercised only once, withinone month from the fulfilment of either of the conditions described inpoints 1 or 2 above. Unless the Call Option is exercised within onemonth, the Call Option shall expire.The Exchange does not assess theprobability of the Call Option being exercised; however, the keyinformation necessary to evaluate the situation of Aquis is published byGPW in periodic reports. Information concerning the acquisition of AquisExchange shares was published by GPW in reports no. 30/2013 and 2/2014.Asat the date of publication of this report, GPW holds 384,025 shares (inwords: three hundred eighty-four thousand twenty-five shares),representing 26.33% of all votes and economic rights in Aquis.TheCall Option is considered to be a significant agreement based on thecriterion of value exceeding 10.00% of the own capital of GPW.Legalbasis: § 5.1(3) of the Regulation of the Minister of Finance of 19February 2009 on current and periodic information provided by issuers ofsecurities and on conditions under which information required by legalregulations of a third country may be recognised as equivalent.