(Current report no. 45/2012)
05.09.2012 / The Issuer /
The acquisition of a substantial block of shares of the Issuer
Legal basis:
1 / Article 70 point 1 of the Act on Public Offering - the acquisition a substantial block of shares of the Issuer
2 / Article 160. paragraph 4 of the Act on Trading - information about the transactions of people having the access to confidential information
Management Board of NG2 S.A. ("NG2") informs that on 05.09.2012, they received the following notification about the acquisition of shares of the Company NG2 S.A. by Luxprofi S.a.r.l.
In accordance with Article. 69 of the Act on Public Offering, the Company Luxprofi S.a.r.l. informed the Issuer about the acquisition on 31.08.2012 as a result of the contribution in kind by Dariusz Miłek (the prevailing entity for Luxprofi S.a.r.l.), 4,750,000 shares of inscribed preferred shares of NG2 S.A. at the average price of 55.50 PLN
At the same time, in accordance with Article. 160 of the Act on Trading, Mr. Mariusz Gnych, The Vice President of The Management Board of NG2S.A.and a member of the Board Luxprofi S.a.r.l. informed the Management Board of NG2 S.A. of the above acquisition of shares of NG2 S.A.
The transaction was concluded outside the Warsaw Stock Exchange (GPW) and was of a nature of a civil – legal contract.
Before the change Luxprofi S.a.r.l. held 10,610,000 ordinary bearer shares representing 27.63% of the share capital, which are entitled to 10,610,000 votes at the AGM (23.55% of total votes);
After the transaction, Luxprofi S.a.r.l. holds:
- 4,750,000 inscribed preferred shares which represent 12.37% of the share capital of which 9,500,000 are entitled to vote at the AGM (21.09% of total votes);
- 10,610,000 ordinary bearer shares (27.63% of the share capital), which are entitled to 10,610,000 votes at the GSM (23.55% of the total vote);
i.e. a total of 15,360,000 shares (40.00% of the share capital), which are entitled to 20,110,000 votes at the AGM (44.64% of total votes).
At the same time Luxprofi S.a.r.l. states that over the next 12 months does not take into account the further increase od share in the total number of votes of NG2 S.A. The investment in shares of NG2 S.A. is treated as a long-term investment and was to set in order the ownership structure of NG2 S.A.