Sale of PZU shares
Eureko B.V. (“Eureko”) announces that it is selling up to 11,223,818 shares of Powszechny Zakład Ubezpieczeń S.A. (“PZU”), representing approximately 12.9% of PZU’s share capital. This sell-down will be completed by way of an accelerated bookbuilt offering to institutional investors.
Bookbuilding will commence immediately, though the right to close the books at any time is reserved. The price of the shares will be determined after the books have closed, and an announcement will be made in due course.
Eureko has undertaken vis-à-vis the Consortium to enter with the Consortium members, following the close of the bookbuilding process, into a 90-day lock-up in relation to the stake not sold as a result of the accelerated bookbuilding. In addition, in order to limit the economic probability of the sale by J.P. Morgan Chase Bank, NA during the aforementioned lock-up period of 3,575,488 shares in PZU, which are subject to a swap transaction with Eureko, Eureko has agreed that until the lapse of aforementioned 90-day lock-up period it will not exercise its early termination rights under the swap transaction.
Please note that under the Settlement and Divestment Agreement dated October 1, 2009, the Polish State Treasury has agreed that, except for the sale of its shares in the PZU IPO, which took place in May 2010, it will not dispose of any other shares held in PZU in any manner until January 1, 2012. In case the transaction would be successful, as agreed in more details between Eureko and the MST, the parties have agreed that the MST’s undertaking towards Eureko, under the Settlement and Divestment Agreement, not to dispose shares held in PZU expires after 180 days following the conclusion of the transaction as a result of the bookbuilding process referred to in above.
Bookbuilding will be managed by Deutsche Bank AG, London Branch (“Deutsche Bank”), acting as Bookrunner, and Dom Maklerski PKO Banku Polskiego w Warszawie (“DM PKO BP”), acting as Co-Bookrunner (together the “Consortium”).
Any investment decision to buy shares in PZU must be made solely on the basis of publicly available information regarding PZU. Such information is not the responsibility of the Consortium or Eureko and has not been independently verified by the Consortium or Eureko.
The Consortium is acting for Eureko and no one else in connection with the transaction and will not be responsible to anyone other than Eureko for providing the protections afforded to clients of the Consortium nor for providing advice in connection with the transaction.
This announcement is not an offer for sale or purchase of any securities of PZU in the United States or any other jurisdiction. Any securities of PZU may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. PZU has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this announcement in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Neither this announcement nor any copy of it may be taken or transmitted in or into the United States, Canada, Japan or Australia or in any other jurisdiction in which such distribution would be prohibited by applicable law. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The distribution of this announcement and other information in connection with PZU’s securities may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.