Regulatory announcement by PPF Telco B.V. on the commencement of reverse accelerated bookbuilding for the acquisition of more than 90% of the share capital and equal voting rights of O2 Czech Republic a.s.
PPF Telco B.V. company (also “PPF Telco”) of PPF Group announces its intention to purchase additional outstanding shares of O2 Czech Republic a.s. (also “O2 CR” and “Shares”), exceeding its existing 67.83% stake in the base capital and voting rights of O2 CR. PPF Telco and other persons from the PPF Group acting in agreement currently hold a total of 83.58% shares of the base capital and voting rights of O2 CR.
PPF Telco’s share in O2 CR share capital will be further increased using reverse accelerated bookbuilding (RABB) for a maximum price of CZK 264 per share.
PPF banka a.s., as the sole bookrunner associated with the acquisition of O2 CR shares, will address only: (i) qualified investors (in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71); and (ii) international institutional investors (with the exclusion of U.S. persons as defined by Regulation S of the United States Securities Act of 1933), with the exclusion of investors in the United States of America, Japan and any other jurisdictions where an offer of investment instruments requires regulatory approval by appropriate bodies without affecting any other exemption of applicable legal regulations.
The books for the reverse accelerated bookbuilding will open immediately. It is expected that information about the pricing and total number of newly acquired shares will be announced immediately upon closure of these order books.
PPF Telco and other persons from the PPF Group acting in agreement intend to acquire more than 90% of the share capital and voting rights in O2 CR to exercise their right to request the General Meeting of Shareholders of O2 CR to approve a squeeze-out procedure of minority shareholders in O2 CR through a mandatory tender in accordance with applicable legal norms.
For more information contact:
Leoš Rousek
PPF Group Spokesperson
T: (+420) 224 174 704
spokesperson@ppf.eu
LEGAL DISCLAIMER
This announcement and the information contained herein may not be released, published or distributed, directly or indirectly, in whole or in part, in or to the United States, Canada, Japan or Australia or any other jurisdiction where such publication or distribution is unlawful.
The material set forth herein is for information purposes only and may not constitute or form part of an offer or the solicitation of an offer to buy, sell, issue, acquire or subscribe to any securities; nor shall any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase is unlawful be released, published or distributed in or to the United States, Australia, Canada or Japan. This announcement and the RABB do not constitute a voluntary public proposal to purchase participating securities (shares) in accordance with Section 322 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Business Corporations Act).
The distribution of this announcement may be restricted by law in certain jurisdictions. Persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate the securities laws of any such jurisdiction.
PPF banka a.s. is authorised under the relevant law of the Czech Republic and the European Union and is supervised by the Czech National Bank. PPF banka acts exclusively for PPF Telco and for no other person in connection with the RABB. PPF banka will not regard any other person as its client in relation to the RABB and will not be responsible to any other person for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
PPF banka and its affiliates, and any of their respective directors, officers, employees, advisers or agents accept no responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to PPF Telco or the Company or any of its subsidiaries or associated companies, whether in written, oral, visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
