| Na podstawie art. 70 pkt 1 w związku z art. 70a ustawy o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. z 2005 r., Nr 185, poz. 1439, tj. ze zm.) ("Ustawa o ofercie"), Central European Distribution Corporation informuje o otrzymaniu zawiadomienia od Roust Trading Ltd z datą 25 kwietnia 2012 r. w języku angielskim w trybie art. 69 ust. 1 Ustawy o ofercie podpisanego przez Dyrektora pana Wendell M. Hollis, o treści jak poniżej: "In accordance with Articles 69.1.1 and 69a.1.3 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (the "Public Offering Act"), Roust Trading Ltd., a company incorporated under the laws of Bermuda with a registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Notifying Party"), hereby notifies that as a result of: (i) entering into seven voting agreements dated April 23, 2012 (the “Voting Agreements"); and (ii) several “off-market" transactions settled on April 23, 2012, executed by brokers on behalf of each of the Notifying Party and two of its affiliates: CJSC “Russian Standard Corporation", a company incorporated under the laws of Russia ("CJSC"), and “Russian Standard-Invest" LLC, a company incorporated under the laws of Russia ("RS-Invest") – the Notifying Party has obtained, either directly or as a result of the voting arrangements set forth in the Voting Agreements, 11,554,988 votes at stockholders' meetings and 15.8% of the total votes in Central European Distribution Corporation, a company incorporated under the laws of the State of Delaware in the United States of America (the “Company"), whose shares are listed and admitted to trading on the NASDAQ Global Select Market and on the Warsaw Stock Exchange, represented by 11,554,988 shares of common stock of the Company, constituting 15.8% of the share capital of the Company. Voting Agreements have been entered into with the Company and the following persons: Name Number of Shares of the Company’s Common Stock Subject to the Voting Agreements David Bailey 81,234 William Carey 4,089,596 N. Scott Fine 23,686 Marek Forysiak 10,389 Robert Koch 47,973 William Shanahan 47,528 Markus Sieger 48,457 Under the Voting Agreements, each of the respective parties thereto has agreed with the Notifying Party that at any stockholders' meeting of the Company such party will vote or consent all of the shares of common stock of the Company it holds in favour of or against certain matters as listed in the Voting Agreement. The "off-market" transactions settled on April 23, 2012 were as follows: (i) CJSC sold to the Notifying Party 4,645,610 shares of common stock of the Company constituting 6.35% of the share capital of the Company and representing 4,645,610 of votes exercisable at stockholders' meetings and 6.35% of the total votes in the Company; and (ii) RS-Invest sold to the Notifying Party 2,560,515 shares of common stock of the Company constituting 3.5% of the share capital of the Company and representing 2,560,515 of votes exercisable at stockholders' meetings and 3.5% of the total votes in the Company. Each the Notifying Party, CJSC and RS-Invest are members of the capital group controlled by Mr. Roustam Tariko (the "RS Group"). Before entering into Voting Agreements and the settling of share transfers on April 23, 2012 the Notifying Party did not directly hold any shares of the Company. Before entering into Voting Agreements, the RS Group (through CJSC and RS-Invest as mentioned above) owned 7,206,125 shares of common stock of the Company, constituting 9.85% of the share capital and representing 7,206,125 votes exercisable at stockholders' meetings, constituting 9.85% of the total votes in the Company. After the settlement of share transfers on April 23, 2012, the Notifying Party directly holds 7,206,125 shares constituting 9.85% of the share capital and representing 7,206,125 votes exercisable at stockholders' meetings, constituting 9.85% of the total votes in the Company. Additionally, 4,348,863 votes exercisable at stockholders' meetings of the Company, constituting 5.95% of the total votes in the Company and represented by 4,348,863 shares of the Company constituting 5.95% of the share capital of the Company, which are held by parties to Voting Agreements are aggregated with the votes held by the Notifying Party pursuant to Article 87.1.5 of the Public Offering Act. Therefore, the Notifying Party makes notice of a total 11,554,988 votes at stockholders' meetings and 15.8% of the total votes of the Company, represented by 11,554,988 shares of the Company and constituting 15.8% of the share capital of the Company. After entering into the Voting Agreements the RS Group may exercise 11,554,988 votes at stockholders' meetings of the Company and 15.8% of the total votes in the Company represented by 11,554,988 shares of the Company constituting 15.8% of the share capital of the Company. Members of the RS Group only hold common shares in the Company. Neither the Notifying Party nor any shareholder who is a party to any Voting Agreement holds any privileged shares in the Company. No entity within the RS Group has entered into any agreement, the purpose of which was the transfer of rights to exercise voting rights in the Company. The RS Group intends to increase its holding of shares in the Company within 12 months following the date of this notification in connection with the transactions as reported by the Company in its current reports no 13/2012 and 14/2012, subject to the terms and conditions described therein and in the definitive documentation relating thereto.“ Podstawa prawna: art. 70 pkt 1 w związku z art. 70a ustawy o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. z 2005 r., Nr 185, poz. 1439, tj. ze zm.) | |
