The intention to split the Issuer
Current report 15/2011 dated 29.06.2011
Legal basis: Article 56 (1) item 2 of the Public Offering Act — current and periodical information
The Management Board of ATM S.A. in Warsaw informs that on 29 June 2011, the Supervisory Board of the Issuer passed a resolution approving the changes, proposed by the Issuer’s Management Board, in the capital group of ATM S.A. connected with the Issuer’s split by separation from ATM S.A. an organised part of undertaking, in the form of the Issuer’s Integrator Services Division, and transferring it to ATM Systemy Informatyczne S.A. (hereinafter referred to as “ATM SI”) under Article 529 §1 item 4 of the Commercial Companies Code.
As a result of the planned split, ATM S.A. will continue its current activity, i.e. the provision of telecommunications services. Total assets and liabilities connected with integrator services will be transferred to ATM SI, together with the shares in ATM SI held by ATM S.A. and shares in other integrator companies being members of the capital group of ATM.
As a result of the split, all existing shareholders of ATM S.A. will receive all newly issued shares in ATM SI, with the number of shares in ATM SI taken up by each shareholder the same as the number of shares held by them in ATM S.A. The sum of the price of one share in ATM SI and one share in ATM S.A. after the split will equal the price of one share in ATM S.A. before the split. The proportion between the price of one share in ATM SI and the price of one share in ATM S.A. after the split will be determined on the basis of the valuation of the remaining and separated part of the Issuer’s business, which will be confirmed by the expert’s opinion drafted in accordance with Article 538 of the Commercial Companies Code. All new issue shares in ATM SI will be allocated through KDPW among all shareholders of ATM S.A.
The split of ATM S.A. will coincide with the initial public offering of ATM SI’s shares on the regulated market by Giełda Papierów Wartościowych w Warszawie S.A. [Warsaw Stock Exchange].
The planned split of ATM S.A. aims at reorganising the operations of the capital group of ATM so as each of two core businesses will be pursued by an independent company listed on the Warsaw Stock Exchange: business in the area of telecommunications services by ATM S.A., and business in the area of integration of information and communications technology systems by ATM Systemy Informatyczne S.A.
Owing to the aforesaid split, the structure of the Issuer’s capital group will be considerably simplified. At the same time, each of the companies will represent a more attractive investment objective, in view of the fact that, among others:
- It will pursue a homogeneous business, easier to model, value and compare with other companies, which better suits the investment preferences of shareholders
- It will be subject directly to the information duties in relation to its shareholders
- It can be valued per ratios adequate to its sector
- It can be an active participant of consolidation processes on the market in its sector, both as the acquiring party (strengthening of the market position), and a party being acquired (realisation of the premium for shareholders)
A prerequisite for the split will be the acceptance by the shareholders of ATM of the planned changes which will be finally expressed in votes at the General Meeting of ATM S.A. on resolutions approving the split. Another prerequisite for split will be also, among others, the approval of the ATM SI’s prospectus for the issue of shares conducted in connection with the split by the Polish Financial Supervision Authority.
The split plan, the management board’s report and other documents relating to the split, required under the regulation of the Commercial Companies Code will be published by the Issuer immediately upon drafting them.
A presentation containing key facts about the strategic changes in the structure of the capital group of ATM will be posted on the Issuer’s website at: www.atm.com.pl [->Investor->Presentations].
Roman Szwed — President of the Management Board,
Tadeusz Czichon — Vice-President of the Management Board