The Selling Shareholder is offering up to 7,389,300,798 series B and C ordinary bearer shares with a par value of PLN 1 per share. The shares are offered by the principal shareholder of TAURON – the State Treasury. Once the share consolidation process is completed the number of shares will be reduced by converting every nine shares into one. Then their par value will grow from PLN 1 to PLN 9 and they will equal up to 821,033,422 series AA shares.
Shares to be admitted to trading on the WSE will include 14,304,948,858 shares of series from A to K (1,589,438,762 series AA shares with par value of PLN 9 after share consolidation is completed).
The Offering of TAURON Polska Energia S.A. is available to:
- Individual investors
- Institutional investors.
How to subscribe? – Information for individual investors
Every individual investor may subscribe once only, for at least 1,350 but no more than 13,500 shares of the Company, with par value of PLN 1. The subscriptions will be registered at the maximum price which, according to the timetable, will be publicly announced on June 2, 2010.
Investors may subscribe for shares at the maximum price which is PLN 0.70. After share consolidation every nine shares will be converted into the maximum price of PLN 6.3.
Sales Price
Sales price for individual investors and for institutional investors will be determined by the Selling Shareholder (State Treasury) in cooperation with Global Joint Bookrunners after the bookbuilding process for institutional investors is completed, i.e. June 21, 2010.
Sales price for institutional investors may be higher than the maximum price. For individual investors, sales price will not be higher than the maximum price, or than the price for institutional investors if the latter is lower than the maximum price.
Sales price will be determined for shares with par value of PLN 1. Also, information will be given about the price of shares after consolidation, i.e. with par value of PLN 9 per share. It will be nine times the sales price for individual investors or sales price for institutional investors, respectively.
Number of Offer Shares
No later than the determination date of the Offer Price (June 21, 2010), the Selling Shareholder, in consultation with the Global Joint Bookrunners, will determine the final number of the Offer Shares with par value of PLN 1 to be offered in the Offering. The number of Offer Shares will be announced publicly on June 22, 2010. It is planned that approximately 20% shares will be offered to individual investors. The remaining shares will be offered to institutional investors. The State Treasury reserves the right to change the number of shares offered to individual investors to up to 25% of the final number of Offer Shares.
Syndicate
UBS Investment Bank and UniCredit CAIB Polska act as Global Coordinators. Merrill Lynch International and ING, as well as UBS Investment Bank and UniCredit CAIB are the Global Joint Bookrunners. The Syndicate includes also DI BRE Banku and DM PKO BP acting as Domestic Co-Bookrunners and CDM Pekao, DM BOŚ, DM Pekao, ING Securities and Trigon Dom Maklerski acting as Domestic Co-Managers. UniCredit CAIB Poland S.A. is the Offering Agent.
Individual Investors who purchase shares in the public offering and do not sell or pledge or transfer those shares during the period of one year from the first listing on the WSE will be entitled to use the offer “Lower Price Guaranteed” granting a discount between 5% and 15% from the applicable prices in tariffs for individual clients in the period from July 2011 to June 2012. The final value of the discount and the detailed conditions of the offer “Lower Price Guaranteed” will be announced in June 2011.
To use the “Lower Price Guaranteed” offer, after one year from the first listing on the WSE investors should file a written declaration saying that they intend to exercise their right to participate in the offer together with a declaration that the shares are not subject of a pledge or a lease agreement. In addition they should hold a certificate issued by a brokerage house that maintains their account confirming that they had purchased the shares in public offering and had not sold those shares during the last year.