Zarząd CPD S.A. (dalej “Spółka”), na podstawie art. 70 pkt 1 oraz art. 70a Ustawy z dnia 29 lipca 2005 roku o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. z 2009 r., nr 185, poz. 1439) („Ustawa”) informuje, iż otrzymał w dniu 8 grudnia 2014 r. następujące zawiadomienie od spółki Laxey Group Limited:
„I.
In accordance with Articles 69.1.1 and 69a.1.1 of the Act of July 29th, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (the “Act on Public Offering”), Laxey Group Limited, a company incorporated under the laws of Isle of Man with a registered office at 4th Floor, Derby House, 64 Athol Street, Douglas, Isle of Man, registered in Isle of Man Companies Registry with registration number 002431V (“Laxey Group Ltd”), hereby notifies that it received information (current report of CPD S.A. no. 27/2014) on the reduction of the CPD S.A. (the “Company”) share capital on the basis of the decision issued on November 25th, 2014 by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register.
CPD SA share capital has been reduced by the amount of 173,239.40 PLN as a result of redemption of 1,732,394 of the Company’s own shares series B with the nominal value of 0.10 PLN each, which constituted 1,732,394 votes at the Company’s General Assembly. These events caused the Laxey Group Ltd, as a result of the events described above other than legal action, increased number of votes held more than 10% of the total number of votes at the CPD SA General Meeting.
Before November 25th, 2014 Laxey Group Ltd controlled (through the different types of relations) 3,450,671 shares of CPD SA (9.974% of the share capital of the Company), representing 3,450,671 votes at the General Meeting of the Company (9.974% of the total number of votes at the General Meeting of the Company). Number of CPD SA shares held by individual entities – shareholders of CPD SA (before the registration of the share capital reduction) is as follows:
1) Laxey Group Ltd: no CPD shares;
2) Laxey Partners Ltd (Isle of Man):
- 449,761 shares of CPD S.A. (1.3% of the share capital of the Company), representing 449,761 votes at the General Meeting of the Company (1.3% of votes at the General Meeting of the Company);
3) Laxey Investors Ltd (British Virgin Island):
- 467,308 shares of CPD S.A. (1.35% of the share capital of the Company), representing 467,308 votes at the General Meeting of the Company (1.35% of votes at the General Meeting of the Company);
4) Leaf Ltd (British Virgin Island):
- 346,726 shares of CPD S.A. (1.002% of the share capital of the Company), representing 346,726 votes at the General Meeting of the Company (1.002% of votes at the General Meeting of the Company);
5) LACMA Ltd (British Virgin Island):
- 5,381 shares of CPD S.A. (0.015% of the share capital of the Company), representing 5,381 votes at the General Meeting of the Company (0.015% of votes at the General Meeting of the Company);
6) LP Alternative Fund LP (City of Dover, Delaware, USA):
- 2,003,981 shares of CPD S.A. (5.792% of the share capital of the Company), representing 2,003,981 votes at the General Meeting of the Company (5.792% of votes at the General Meeting of the Company);
7) Laxey Universal Value LP (Delaware, USA):
- 177,514 shares of CPD S.A. (0.513% of the share capital of the Company), representing 177,514 votes at the General Meeting of the Company (0.513% of votes at the General Meeting of the Company).
After November 25th, 2014 Laxey Group Ltd controls 3,450,671 shares of CPD SA (10.5% of the share capital of the Company), representing 3,450,671 votes at the General Meeting of the Company (10.5% of the total number of votes at the General Meeting of the Company). Number of CPD SA shares held by individual entities – shareholders of CPD SA (after the registration of the share capital reduction) is as follows:
1) Laxey Group Ltd: no CPD shares;
2) Laxey Partners Ltd (Isle of Man):
- 449,761 shares of CPD S.A. (1.368% of the share capital of the Company), representing 449,761 votes at the General Meeting of the Company (1.368% of votes at the General Meeting of the Company);
3) Laxey Investors Ltd (British Virgin Island):
- 467,308 shares of CPD S.A. (1.422% of the share capital of the Company), representing 467,308 votes at the General Meeting of the Company (1.422% of votes at the General Meeting of the Company);
4) Leaf Ltd (British Virgin Island:
- 346,726 shares of CPD S.A. (1.055% of the share capital of the Company), representing 346,726 votes at the General Meeting of the Company (1.055% of votes at the General Meeting of the Company);
5) LACMA Ltd (British Virgin Island):
- 5,381 shares of CPD S.A. (0.016% of the share capital of the Company), representing 5,381 votes at the General Meeting of the Company (0.016% of votes at the General Meeting of the Company);
6) LP Alternative Fund LP (City of Dover, Delaware, USA):
- 2,003,981 shares of CPD S.A. (6.098% of the share capital of the Company), representing 2,003,981 votes at the General Meeting of the Company (6.098% of votes at the General Meeting of the Company),
7) Laxey Universal Value LP (Delaware, USA):
- 177,514 shares of CPD S.A. (0.54% of the share capital of the Company), representing 177,514 votes at the General Meeting of the Company (0.54% of votes at the General Meeting of the Company).
Laxey Group Ltd does not exclude changes in its share in the total number of votes in the Company within 12 months from the date of notification.
There are no subsidiaries of Laxey Group Ltd holding CPD SA shares.
In the case of Laxey Group Ltd there are no persons referred to in Art. 87.1 point 3 letter c of the Act on Public Offering.”