Report 16/2023 Subject: Obtaining information on signing of the transaction documentation by the Company’s majority shareholders in connection with a potential tender offer for the sale of shares in the Company to be announced by Entain Holdings (CEE) and disclosure of delayed inside information.
STS Holding S.A. with its registered office in Katowice (the “Issuer”, the “Company”), acting pursuant to Article 17.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”), hereby informs that on 13 June 2023, the major shareholders of the Company i.e. MJ Foundation Fundacja Rodzinna w organizacji and Fundacja Zbigniewa Juroszka Fundacja Rodzinna w organizacji, the majority shareholders of the Company (the “Foundations”), have informed the Company that the Foundations committed to sell all of their shares held in the Company to Entain Holdings (CEE) Limited (the “Investor”), by way of the voluntary tender offer to be announced by the Investor (the “Transaction”). In connection with the Transaction, the Company has decided to offer to the participants of the management incentive plan (the “MIP”) the possibility to participate in the Transaction. To facilitate this, any shares which have already been allocated to the participants of the MIP will be released from the lock-up limitations under the MIP solely to enable the MIP participants to dispose of their shares in the Transaction.
The Company has also been informed about the announcement relating to the Transaction published by Entain plc (LSE: ENT), a London Stock Exchange listed company and a majority shareholder of the Investor, which is attached to this current report in Polish and English language version.
Furthermore, the Company, acting pursuant to Article 17.4 MAR, informs that it has delayed information that, on 17 March 2023, the Company allowed the Investor and its advisors access to certain documentation regarding the Company and its capital group in connection with commencement of a due diligence procedure relating to the Transaction and negotiation of certain documentation regarding the Transaction (“Delayed Inside Information”).
On the basis of Art. 17.4 of MAR, the public disclosure of the Delayed Inside Information was delayed on 17 March 2023.
Reasons for the delayed disclosure of the Inside Information:
The Company believes that at the time of making the decision to delay the disclosure of the Delayed Inside Information, delaying its disclosure fulfilled all the conditions set out in MAR. Delayed disclosure of Delayed Inside Information was justified by the need to protect the Issuer’s legitimate interests.
The Company decided to delay the above mentioned Delayed Inside Information as in the opinion of the Company immediate disclosure could prejudice the Company’s legitimate interests, i.e., the public disclosure of the Delayed Inside Information could result in the Investor resigning from making the capital investment and would thus prevent the Company from attracting a new investor who could support its development and strategic activities and to increase the scale of its business. Moreover, immediate disclosure of the Delayed Inside Information could have resulted in an incorrect assessment of information by the public, including investors and shareholders of the Company, and could have caused unjustified changes in the Company’s share price.
The Company concluded that there were no reasons to believe that delaying the disclosure of the Delayed Inside Information would mislead the general public in any manner, especially given that the Company had not made any previous public announcements regarding the matter to which the Delayed Inside Information pertains.
In the opinion of the Company, the confidentiality of the Delayed Inside Information was ensured by way of implementing internal information circulation and protection procedures on the Company’s group level, which included, among other things, creating a list of persons having access to the Delayed Inside Information as required under Article 18 of MAR. The list was constantly monitored and updated as necessary.
The direct reason for disclosing the Delayed Inside Information by the Company was obtaining the information on execution of the final documentation concerning the Transaction between the Foundations and the Investor.
In accordance with Article 17.4 of MAR, the Company will notify the Polish Financial Supervision Authority of the delay in disclosure of the Delayed Inside Information together with the reasons therefor immediately upon the publication of this current report.
Legal basis:
Art. 17.1 MAR – inside information, 17.4 of MAR – notification of delayed disclosure of inside information.
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