GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Regulatory Filings • Mar 6, 2018

Subject: Disclosure of delayed inside information concerning a decisionto prepare a preliminary, non-binding offer to buy some of the shares ofthe Tel Aviv Stock Exchange and concerning submission of a preliminary,non-binding offer to buy some shares of the Tel Aviv Stock ExchangeLegalbasis: Article 17(4) of MAR - delayed disclosure of inside informationContent:TheManagement Board of the Warsaw Stock Exchange ("GPW" or "Company"),acting on the basis of Article 17 (1), (4) and (7) of Regulation of theEuropean Parliament and of the Council (EU) 596/2014 of 16 April 2014 onMarket Abuse (Market Abuse Regulation) and repealing Directive 2003/6/ECof the European Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR") in connection with thecessation of indications of delay of inside information, herebydiscloses these inside information concerning a decision to prepare anoffer to buy some of the shares of Tel Aviv Stock Exchange ("InsideInformation of 9 February") and concerning submission of a preliminary,non-binding offer to buy some shares of the Tel Aviv Stock Exchange("Inside Information of 28 February") to the public information.Contentof the inside information which was delayed on 9 February 2018 accordingto Article 17(4) of MAR:"The Warsaw Stock Exchange ("GPW" or"Company") hereby announces that the Exchange Management Board decidedon 9 February 2018 to prepare a preliminary, non-binding offer to buy71.7% of shares of Tel Aviv Stock Exchange together with the PolishDevelopment Fund ("PFR"). At this time, no decision has been made as tothe potential split of the shares between GPW and PFR.Furthermore,GPW points out that the launch of the process does not imply thatfurther actions will be taken in connection with the submission of anoffer to buy some of the shares. Moreover, at this stage, GPW has notobtained corporate approvals and other potential approvals required bylaw concerning a potential acquisition of assets.The Company willannounce a potential decision to submit further documents in a separateESPI report."Content of the inside information which wasdelayed on 28 February 2018 according to Article 17(4) of MAR:"TheWarsaw Stock Exchange ("GPW" or "Company") announces that the GPWManagement Board decided on 28 February 2018 to submit jointly with thePolish Development Fund ("PFR") a preliminary, non-binding offer to buy71.7% of shares of the Tel Aviv Stock Exchange ("TASE").Atthis stage, the offer is preliminary and non-binding; it does notobligate any of the parties to start negotiations. If the offer isaccepted by TASE, then GPW, PFR and TASE may, in the next stage, enterinto further talks and negotiations.At this stage, disclosure of thedetails of the submitted offer could have an adverse effect on thebargaining position in the potential further process. The Company willannounce potential further steps of the negotiation process in aseparate current report."On 6 of March 2018, the Companydecided to publish the delayed inside information in connection withspeculations published in media reports.In the opinion of theCompany, disclosure of information concerning the preparation of theoffer at earlier datecould have an adverse effect on the potentialfurther process in connection with the submission of the offer andparticipation in the negotiations. Another reason for the delay of theInside Information of 9 February was the fact that preparation of anoffer did not imply that the Company would decide to submit an offer tobuy some of the shares of TASE. In the opinion of the Company,publication of the Inside Information of 9 February at the date of thedecision to prepare the offer could have been misleading to theshareholders of the Company, as to the actual status of the project.Inthe opinion of the Company, the delay in submitting the InsideInformation of 28 February was justified due to the fact that providingthem at that time to the public could have a negative impact on thepossible further process related to the submission of the offer andconducting negotiations. The second reason for delaying the InsideInformation of 28 February was the fact that submitting the offer didnot mean that the Company would be selected by TASE for furthernegotiations. In the Company's opinion, the disclosure of the InsideInformation of 28 February to the public on the day when the decision toprepare the offer was made could have been therefore misleading to theCompany's shareholders about the actual state of the project.Currentlyundertaken activities are preliminary. At the current stage, thescenarios considered remain varied and the decision concerns only thestage of the project aimed at presenting the potential conditions forthe acquisition of shares in TASE. In the opinion of the ManagementBoard of the Company, the actions taken constitute an activity precedingany negotiations in respect of which, in the Company legitimate interestis to delay the publication of information. At the current stage, thedecisions are only directional. Only after the preliminary work iscompleted, the Company will be able to decide on further proceedings.Accordingto the content of art. 17 sec. 4, third paragraph of MAR Regulation, theCompany will inform the Polish Financial Supervision Authority about thedelay in disclosing the confidential information in question bysubmitting written explanations about meeting the conditions specifiedin art. 17 sec. 4 points a) - c) of MAR Regulation immediately after thepublication of this report.Legal basis: Article 17(4) ofRegulation of the European Parliament and of the Council (EU) 596/2014of 16 April 2014 on market abuse (market abuse regulation) and repealingDirective 2003/6/EC of the European Parliament and of the Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (EUOfficial Journal L 173) ("MAR").