CR 26/2020 Information on the intention to seizure the control over the Company by Semper Simul Foundation – declassification of delayed confidential information

Information on the intention to seizure the control over the Company by Semper Simul Foundation – declassification of delayed confidential information

                                                                       

Current Report no: 26/2020

Date: 16.10.2020

Time: 8:43 am

  

The Management Board of LPP SA [Company, Issuer] informs that on 16th of October 2020 it received from the shareholder, Semper Simul Foundation with its registered office in Valetta, Malta [Semper Foundation], an information on conclusion with Sky Foundation [SKY Foundation] on 15th of October 2020 of a conditional framework agreement on the transaction on exchange of 175.000 registered preference shares, entitling to 875,000 votes at the general meeting of the Company held by SKY Foundation for the number of bearer shares as agreed by the parties, held by Semper Foundation, whereas the acquisition by Semper Foundation of 175.000 registered shares shall be made indirectly.

The Semper Foundation currently holds a block of shares giving it the right to 31.5% of the total number of votes at the Company’s general meeting. However, due to the indirect acquisition from SKY Foundation of a package of 175,000 registered preference shares, entitling to 875,000 votes at the Company’s general meeting, the Semper Foundation will exceed the threshold of 33% of the total number of votes at the Company’s general meeting. The above will result in the obligation of the Semper Foundation to announce a call to subscribe for the sale of the Company’s shares in the amount resulting in the achievement of 66% of the total number of votes, in accordance with the provisions of Art. 73 sec. 2 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. Regardless of the above-mentioned actions, the Semper Foundation announced that it hold talks with other shareholders regarding the possibility of indirectly acquiring further shares of the Company. Potential acquisition of shares from other shareholders will be done in a number that will not cause the exceed by the Semper Foundation of 66% of the total number of votes in the Company.

According to information received, the key conditions for the implementation of the above-mentioned framework agreement are in particular:

  1. i) obtaining by the Semper Foundation of the consent of President of the Office of Competition and Consumer Protection [UOKiK] for the concentration, and
  2. ii) approval by the Company’s Supervisory Board of the sale of the preference shares held by SKY Foundation.

The Issuer will inform about the decision of the President of UOKiK in the mode of the next current report. Simultaneously, with regards to the second of the indicated conditions, the Issuer will inform in the mode of another current report should the process cannot be continued, ie the Company’s Supervisory Board shall not consent to the sale of the subjective shares.

According to the information received, the Semper Foundation notified today the President of UOKiK of the intention of concentration in order to initiate appropriate anti-monopoly proceedings.

At the same time, the Management Board of the Company informs that, inter alia, due to a very preliminary stage, lack of agreement on key terms, the expected spread out of the process of making agreements between the Semper Foundation and the SKY Foundation and the potential negative impact on the Company’s operations in the event of an unsuccessful process, the Company decided to delay the public disclosure of the receipt on August 26, 2019 of information from the administrator of the Semper Foundation about: [i] receipt by the Semper Foundation from the SKY Foundation of information on: considering by this entity of the sale of held block of Company’s shares together with an inquiry regarding the interest of Semper Foundation in the acquisition of part or all of this block , [ii] expressing by the Semper Foundation its initial interest in starting talks regarding the purchase of part or all of the Company’s shares held by the SKY Foundation, [iii] considering by Semper Foundation of the structure of transaction, including the potential sale of ordinary bearer shares of the Company, [iv] commencement by the Semper Foundation of talks with several other significant shareholders regarding the acquisition of the Company’s shares by the Semper Foundation.

In the Issuer’s opinion, the intended transaction is in the interest of the Company and its stakeholders, including shareholders. The potential transaction will result in the maintenance of the stability of the Company’s shareholding focused on its long-term development and maintenance of the shareholding structure based on the family profile with which the Company is identified. Such state of affairs is in line with the ability to achieve the long-term goals as well as the business objectives of the Company. Simultaneously, bearing in mind the expressed intentions of the SKY Foundation covering the intention to dispose of the preference shares held, the lack of agreement on conducting this process between the Semper Foundation and the SKY Foundation could result in the emergence of significant shareholders in the Company’s shareholding structure with diverse, incompatible investment horizons and profiles. A potential destabilization of the shareholding structure could result in the rise of different shareholders’ expectations regarding the time perspective of the implementation of the adopted long-term goals and business assumptions of the Company. A similar effect could be caused by an information on potential risks related to the destabilization of the shareholding structure. At the same time, the immediate disclosure of delayed confidential information to the public could have created, in Company’s opinion, a risk of a negative impact on the result of the negotiations conducted by the above-mentioned shareholders of the Company, especially that as at the time of receipt of this information by the Company, the probability of the intended transaction was relatively low. The above could violate the legitimate interests of the Issuer and the interests of its shareholders. At the same time, the Issuer informs that the information provided in this report consume the content of the above-mentioned delayed confidential information.

 

CR 26 2020 Information on the intention to seizure the control over the Company by Semper Simul Foundation – declassification of delayed confidential

CR 25/2020 First call to deposit LPP SA share certificates for dematerialisation purposes

First call to deposit LPP SA share certificates for dematerialisation purposes

Current report no: 25/2020
Date: 30.09.2020
Time: 12.39 pm

 

Acting under Article 16 of the Act of 30 August 2019 on Amendments to the Commercial Companies Code and Certain Other Statutory Acts (Journal of Laws of 2019, item 1798, as amended), the Management Board of LPP SA with its registered office in Gdańsk (“Company”) hereby calls all shareholders holding the Company’s share certificates in paper form to deposit them in the Company’s registered office for the purpose of their dematerialization and registration in Krajowy Depozyt Papierów Wartościowych SA (National Securities Depository) in Warsaw.
Share certificates should be deposited in the Company’s registered office in Gdańsk, at ul. Łąkowa 39/44, 80-769 Gdańsk, on business days (Monday-Friday), 8:00 a.m. – 3:00 p.m..
The Company requests that share certificates be deposited by 12 February 2021. According to the Rules and Regulations of the National Securities Depository, the deposition of share certificates after the said date may result in delayed registration of shares in the National Securities Depository (i.e. after 1 March 2021).
The deposition of share certificates will be attested by way of a written confirmation issued to the Company’s shareholder.
This call is published in line with the Act of 30 August 2019 on Amendments to the Commercial Companies Code and Certain Other Statutory Acts (Journal of Laws of 2019, item 1798, as amended), introducing obligatory dematerialisation of all shares. The validity of share certificated in paper form will expire by operation of law on 1 March 2021.
This call is the first out of five calls required under provisions of law.

 

CR 25 2020 – First call to deposit LPP SA share certificates for dematerialisation purposes

CR 24/2020 Shareholders representing at least 5% of votes at the AGM of LPP SA as at 18 September 2020

Shareholders representing at least 5% of votes at the AGM of LPP SA as at 18 September 2020

      

Current report no.: 24/2020

Date: 18.09.2020

1.43 pm

 

The Management Board of LPP SA announces the list of shareholders holding more than 5% of votes at the AGM as at 18 September 2020:

1) Semper Simul Foundation 1,019,208 votes representing 42.19% of votes at the AGM and 31.5% of the total number of votes,

2) Sky Foundation 926,338 votes representing 38.35% of votes at the AGM and 28.6% of the total number of votes,

3) National-Nederlanden OFE 126,000 votes representing 5.22% of votes at the AGM and 3.9% of the total number of votes.

CR 24 2020 – Shareholders representing at least 5% of votes at the AGM of LPP SA as at 18 September 2020

 

CR 23/2020 The Resolutions of the Annual General Meeting of Shareholders of LPP SA                   

The Resolutions of the Annual General Meeting of Shareholders of LPP SA

Current report no.: 23/2020

Date: 18.09.2020

1.41 pm

 

The Management Board of LPP SA publishes the content of resolutions passed on 18 September 2020 by the General Meeting of Shareholders of LPP SA as an attachment to this report.

 

CR 23 2020 – The Resolutions of the Annual General Meeting of Shareholders of LPP SA

Attachment CR 23 2020 – Resolutions of the Annual General Meeting of Shareholders of LPP SA

CR 22/2020 Information on supplementing the agenda of the Ordinary General Meeting of LPP SA to be held on 18 September 2020 following a motion by the Company’s shareholder

Information on supplementing the agenda of the Ordinary General Meeting of LPP SA to be held on 18 September 2020 following a motion by the Company’s shareholder

 

Current report no: 22/2020

Date: 28 August 2020

Time: 6:28 p.m.

 

With reference to current reports nos 19/2020 and 20/2020 of 20 August 2020, following a motion (“Motion”) submitted by the Semper Simul Foundation, a shareholder (“Shareholder”), on 28 August 2020 to supplement the agenda of the Ordinary General Meeting of the Company to be held on 18 September 2020 (“OGM”), the Management Board of LPP Spółka Akcyjna with its registered office in Gdańsk (“Company”) informs of introducing changes in the agenda of the OGM, resulting from the Shareholder’s Motion:

  • after item 16, a new item 17 “Amendment of §3(1) of the By-laws” has been added.

In consequence of the above, the previous item 16 of the agenda of the OGM has been moved respectively (one place upwards).

In consideration of the above, the changed agenda of the OGM to be held on 18 September 2020, at 10:00 a.m. in the Company’s registered office in Gdańsk, at ul. Łąkowa 39/44, shall be as follows:

  1. Opening of the session and election of the Chairman of the Meeting.
  2. Establishing whether the General Meeting has been duly convened and has the capacity to adopt resolutions, the drawing up of the list of attendance.
  3. Adoption of the agenda.
  4. Presentation of the resolutions of: the Supervisory Board on their opinion on matters put on the agenda of the Ordinary General Meeting; the Supervisory Board on its evaluation of the Management Board’s report on the operations of the Company’s Group (incorporating the report on the Company’s operations) in the financial year from01.2019 to 31.01.2020; the Supervisory Board on their evaluation of the Company’s financial statements for the financial year from01.2019 to 31.01.2020; the Supervisory Board on their evaluation of the consolidated financial statements of the LPP SA Group for the financial year from 01.2019 to 31.01.2020; the Management Board on the motion for the division of the Company’s profit generated in the financial year from 01.01.2019 to 31.01.2020; the Supervisory Board on their examination of the Management Board’s motion for the division of the Company’s profit generated in the financial year from 01.01.2019 to 31.01.2020; the Supervisory Board on the comprehensive evaluation of the Company’s standing in the financial year from 01.01.2019 to 31.01.2020, including, in particular: (i) evaluation of the financial reporting process, (ii) evaluation of the internal control system, internal audit and risk management system, (iii) evaluation of financial audit activities, (iv) evaluation of the impartiality of the statutory auditor reviewing financial statements of the Company and the LPP SA Group; the Supervisory Board on the approval of the Supervisory Board’s report on their activity in the financial year from 01.2019 to 31.01.2020; the Supervisory Board on the approval of the evaluation of how the Company fulfils its reporting duties concerning the application of corporate governance principles arising from good practices and regulations on current and interim information submitted by issuers of securities; the Supervisory Board on the evaluation of the rationale for charity and sponsorship policy followed by the Company.
  5. Presentation, examination and approval of the Management Board’s report on the operations of the LPP SA Group and the Company in the financial year from 01.01.2019 to 31.01.2020.
  6. Presentation, examination and approval of the Supervisory Board’s report on their activity in the financial year from 01.01.2019 to 31.01.2020.
  7. Presentation, examination and approval of the financial statements of the Company for the financial year 01.01.2019 to 31.01.2020.
  8. Presentation, examination and approval of the consolidated financial statements of the LPP SA Group for the financial year 01.01.2019 to 31.01.2020.
  9. Discharging members of the Company’s Management Board for performing their duties in the financial year from 01.01.2019 to 31.01.2020.
  10. Discharging members of the Company’s Supervisory Board for performing their duties in the financial year from 01.01.2019 to 31.01.2020.
  11. Division of the Company’s profit generated in the financial year from 01.01.2019 to 31.01.2020.
  12. Adoption of the Remuneration Policy for Management and Supervisory Bodies of LPP SA.
  13. Dematerialisation of registered preferred shares and an authorisation for their registration in the securities depository kept by Krajowy Depozyt Papierów Wartościowych SA in Warsaw and consenting to the undertaking of any and all activities required for the performance of the said duty.
  14. Establishment of a reserve capital with a view to purchasing treasury shares.
  15. Granting an authorisation for purchasing treasury shares.
  16. Adoption of the resolution on the change of the remuneration of the Chairman of the Supervisory Board.
  17. Amendment of § 13(1) of the By-Laws.
  18. Closing of the Meeting’s session.

Following the supplementation of the agenda of the OGM, the Company presents, as enclosure to this report, draft resolutions of the OGM referring to specific items of the changed agenda of the OGM, with due consideration of the draft submitted by the Shareholder.

Duly supplemented and changed information on the OGM and materials for shareholders, including a notice on convening the Meeting, a description of procedures for participating in the Meeting and exercising the rights to vote, including forms for exercising the said rights, are available at www.lppsa.com/relacje-inwestorskie/

 

CR 22 2020 – Information on supplementing the agenda of the OGM of LPP SA to be held on 18 September

Draft resolutions of the Annual General Meeting – supplement

CR 21/2020 Completion of remedial actions in respect of LPP Deutschland GmbH, a subsidiary

Completion of remedial actions in respect of LPP Deutschland GmbH, a subsidiary

 

Current report no: 21/2020

Date: 28 August 2020

Time: 5:41 p.m.

 

With reference to current report no 16/2020 of 10 June 2020 on the implementation of remedial actions aimed at improving the standing of LPP Deutschland GmbH, including its temporary protection against its creditors (under section 270b of the Insolvency Law applicable in the territory of Germany), the Management Board of LPP SA with its registered office in Gdańsk (the Company) informs that the procedure has been completed with a positive result for the single-member subsidiary in Germany. On 28 August 2020, the competent court in Hamburg approved the application of the management body of LPP Deutschland GmbH for closure of the above-mentioned remedial procedure, cessation of protection against creditors and reinstatement of the company’s normal operations (without initiating any further restructuring procedures).

In the course of the remedial procedure, that main goal, i.e. negotiation with lessors of new terms and conditions of agreements for the use by LPP Deutschland GmbH of retail premises, has been achieved. Renegotiated agreements provide, first of all, for a substantial reduction of rents, thus giving an opportunity to make the company’s business operations profitable. Consequently, LPP Deutschland GmbH resumes its normal business activity.

Furthermore, the Management Board of LPP informs that, in consideration of the above and in relation to current report no RB18/2020 Initial Selected Consolidated Financial Data of the LPP Group for Q2 and H1 2020/21, published on 3 August 2020, the value of write-offs established for the liquidation procedure involving the German company will be substantially reduced, which, in consequence, will positively affect the financial result of the LPP Group for Q2 2020. The final value of write-offs will be known following the audit of accounting books for H1 2020 by an auditor.

 

CR 21 2020 Completion of remedial actions in respect of LPP Deutschland GmbH, a subsidiary

CR 20/2020 Draft resolutions of the Annual General Meeting of Shareholders of LPP SA     

Draft resolutions of the Annual General Meeting of Shareholders of LPP SA                                                                                                                                                           

Current Report No. 20/2020

Date: 21.08.2020, 1.10 pm

 

The Management Board of LPP SA presents in the annex hereto the content of draft resolutions to be subject of the Annual General Meeting of Shareholders of LPP SA on 18 September 2020.

 

CR 20 2020 – Draft resolutions of the Annual General Meeting of Shareholders of LPP SA

Draft resolutions of the Annual General Meeting

CR19/2020 Convening of the Annual General Meeting of Shareholders of LPP SA                

Convening of the Annual General Meeting of Shareholders of LPP SA


Current Report No.: 19/2020

Date: 21.08.2020; 1.05 pm

 

The Management Board of LPP SA presents in the annex hereto the notice on convening the Annual General Meeting of Shareholders of LPP SA to be held on 18 September 2020.

CR 19 2020 – Convening of the Annual General Meeting of Shareholders of LPP SA

Convening of the Annual General Meeting

CR 18/2020 Selected preliminary consolidated financial data of LPP Group for the second quarter and first half of 2020/21 

Selected preliminary consolidated financial data of LPP Group for the second quarter and first half of 2020/21 

                                                                                                                                            

Current Report No. 18/2020

Date: 03.08.2020, 5:03  pm

 

The Management Board of LPP SA presents in the annex hereto the selected preliminary consolidated financial data of LPP Group for the second quarter (May – July) and first half (February – July) of 2020/21.

 

CR 18 2020 – Selected preliminary consolidated financial data of LPP Group for the second quarter and first half of 2020

Attachment CR 18 2020 – Selected preliminary consolidated financial data of LPP Group for 2Q and 1H 2020 21