| 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 8 maja 2012 r. w języku angielskim, w trybie art. 69 ust. 1 Ustawy o ofercie, podpisanego przez pana Wendell M. Hollis, Dyrektora, 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 on 4 May 2012 it subscribed for and purchased 5,714,286 newly issued shares of common stock (the "Subscription") of 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, constituting 7.25% of the share capital of the Company and representing 5,714,286 votes at stockholders' meetings and 7.25% of the total votes in the Company. Before the Subscription, the Notifying Party owned directly 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 Subscription, the Notifying Party directly holds 12,920,411 shares constituting 16.39% of the share capital and representing 12,920,411 votes exercisable at stockholders' meetings, constituting 16.39% of the total votes in the Company. Additionally, 4,348,863 votes exercisable at stockholders' meetings of the Company, currently constituting 5.52% of the total votes in the Company (previously constituting 5.95%) and represented by 4,348,863 shares of the Company, currently constituting 5.52% of the share capital of the Company (previously constituting 5.95%), which are held by parties to voting agreements ("Voting Agreements") – as notified by the Notifying Party to the Company and the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) on 25 April 2012 and reported by the Company in its current report no 16/2012 dated 26 April 2012 – are aggregated with the votes held by the Notifying Party pursuant to Article 87.1.5 of the Public Offering Act. Therefore, solely for the purposes of the Public Offering Act, the Notifying Party makes notice of a total 17,269,274 votes at stockholders' meetings of the Company and 21.9% of the total votes of the Company, represented by 17,269,274 shares of the Company and constituting 21.9% of the share capital of the Company. The Notifying Party is a member of the capital group controlled by Mr. Roustam Tariko (the "RS Group"). Before the Subscription, the RS Group (through the Notifying Party) 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. 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, were aggregated with the votes held by the RS Group pursuant to Article 87.1.5 of the Public Offering Act. After the Subscription, RS Group (through the Notifying Party) holds 12,920,411 shares constituting 16.39% of the share capital and representing 12,920,411 votes exercisable at stockholders' meetings, constituting 16.39% of the total votes in the Company. Additionally, 4,348,863 votes exercisable at stockholders' meetings of the Company, constituting 5.52% of the total votes in the Company (previously constituting 5.95%) and represented by 4,348,863 shares of the Company constituting 5.52% of the share capital of the Company (previously constituting 5.95%), which are held by parties to Voting Agreements, are aggregated with the votes held by the RS Group pursuant to Article 87.1.5 of the Public Offering Act. Members of the RS Group only hold common shares in the Company. Neither the Notifying Party nor any member of the RS Group 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 its 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.) | |
