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Grupa Pracuj S.A. — Major Shareholding Notification 2021
Dec 10, 2021
5636_rns_2021-12-10_54c85ecc-fdc3-4ffa-b459-ced1cd8a8a77.pdf
Major Shareholding Notification
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From:
- (i) TCV Luxco Perogie S.à r.l. 287-289, route d'Arlon L-1150 Luxembourg
- (ii) TCV IX, L.P. P.O. Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands
- (iii) Technology Crossover Management IX, L.P. P.O. Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands
- (iv) Technology Crossover Management IX, Ltd P.O. Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands
(hereinafter jointly referred to as the "Notifying Parties" and each of them individually as a "Notifying Party")
To:
- (i) Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) ul. Piękna 20 00-549 Warsaw, Poland
- (ii) Grupa Pracuj S.A. ul. Prosta 68 00-838 Warsaw, Poland
10 December 2021
Dear Sirs,
The Notifying Parties, duly represented by the undersigned, pursuant to Article 69 section 1 point 2 of the act of 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organized trading, and on public companies (the "Act on Public Offering"), hereby notify you that as a consequence of the Public Tender Offer (as defined below) TCV Luxco Perogie S.à r.l. (the "Seller") has disposed 10,909,512 shares in the share capital of Grupa Pracuj S.A., with its registered seat in Warsaw (the "Company"), carrying the right to 10,909,512 votes at the general meeting of the Company, representing approximately 16.02% of the entire share capital of the Company and approximately 16.02% of the total number of votes at the general meeting of the Company and, thus, the Seller's voting rights in the Company has decreased to approximately 10,64%. As a consequence, the Seller holds 7,246,348 shares in the share capital of the Company, carrying the right to 7,246,348 votes at the general meeting of the Company, representing approximately 10.64% of the entire share capital of the Company and approximately 10.64% of the total number of votes at the general meeting of the Company.
1. Date and type of the event resulting in the change in the shareholding to which this notification relates
As a result of the settlement of the public tender offer for the sale of shares in the Company announced on 17 November 2021 pertaining to the shares representing approximately 22.22% of the Company's share capital (the "Public Tender Offer"), on 8 December 2021 the Seller disposed an aggregate of 10,909,512 shares in the share capital of the Company, carrying the right to 10,909,512 votes at the general meeting of the Company, representing approximately 16.02% of the entire share capital of the Company and approximately 16.02% of the total number of votes at the general meeting of the Company.
2. Number of shares held prior to the change of the shareholding and the percentage share in the share capital of the Company as well as the number of votes attached to such shares and their percentage share in the overall number of votes
Prior to the disposal of the shares referred to above, the Seller held 18,155,860 shares in the share capital of the Company, representing approximately 26.66% of the Company's share capital and carrying the right to 18,155,860 votes at the general meeting of the Company.
3. The number of currently held shares and their percentage share in the share capital of the Company and the number of votes attached to such shares and their percentage share in the overall number of votes
As a consequence of the Public Tender Offer, currently the Seller holds an aggregate of 7,246,348 shares in the share capital of the Company, carrying the right to 7,246,348 votes at the general meeting of the Company, representing approximately 10.64% of the entire share capital of the Company and approximately 10.64% of the total number of votes at the general meeting of the Company.
4. Subsidiaries of the Notifying Parties who hold shares in the Company
There are no subsidiaries of the relevant Notifying Parties other than the Seller that hold, directly or indirectly shares in the Company. The Seller is a subsidiary of (i) TCV IX, L.P. which general partner is (ii) Technology Crossover Management IX, L.P., (iii) which general partner is Technology Crossover Management IX, Ltd.
5. Persons referred to in Article 87 section 1 point 3 (c) of the Act on Public Offering
No persons referred to in Article 87 section 1 point 3 (c) of the Act on Public Offering exist.
- The number of votes attached to the shares, calculated in the manner specified in Article 69b section 2 of the Act on Public Offering, which the Notifying Party are authorised or required to acquire as the holder of the financial instruments referred to in Article 69b section 1 point 1 of the Act on Public Offering and the financial instruments referred to in Article 69b section 1 point 2 of the Act on Public Offering, and which are not exercised exclusively by way of a cash settlement, the type or name of such financial instruments, the date of expiry thereof and the date or other deadline within which the shares may or will be acquired
Not applicable.
- Number of votes attached to the shares, calculated in the manner specified in Article 69b section 3 of the Act on Public Offering, to which the financial instruments referred to in Article 69b section 1 point 2 of the Act on Public Offering relate, directly or indirectly, the type or name of such financial instruments and the date of expiry of such financial instruments
Not applicable.
- The sum of the number of votes indicated in items 3, 6 and 7 above, and the percentage share thereof in the overall number of votes
As stated in section 3 above.
Signature on the following page
For and on behalf of: (i) TCV Luxco Perogie S.à r.l.; (ii) TCV IX, L.P.; (iii) Technology Crossover Management IX, L.P.; and (iv) Technology Crossover Management IX, Ltd:
_______________________________ _______________________________ Jacek Zawadzki Attorney-in-fact Jacek Andrzej Zawadzki Digitally signed by Jacek Andrzej Zawadzki Date: 2021.12.10 12:55:37 +01'00'