15 Feb 2022 08:00
Gi Group Poland S.A.
February 15, 2022
NOTICE OF INTENTION TO DELIST FROM LONDON STOCK EXCHANGE
The directors of Gi Group Poland S.A. (the "Company") hereby give notice of their intention to request the Financial Conduct Authority to cancel the standard listing of the Company's shares (ISIN: PLWRKSR00019) (the "Shares") on the Official List of the Financial Conduct Authority, and to request the London Stock exchange to cancel the admission to trading of the Shares on the main market for listed securities of the London Stock Exchange (together, the "Cancellation").
The Company has decided to request the Cancellation following a significant change in the ownership structure of the Company in August 2020, whereby the majority stake in the Company, which was previously held by four different entities, was acquired by Gi Group SpA, through its wholly-owned subsidiary Gi International S.r.l. (the "Majority Investor"). Since acquiring this majority stake in the Company, the Majority Investor has been taking active steps to acquire the remaining issued share capital of the Company and has stated their intention to delist the Company from the Warsaw Stock Exchange and London Stock Exchange, as it considers these public listings to no longer align with the strategy of its global operations.
Under Polish law (article 91, paragraph 5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies) a shareholder may request that a resolution be proposed at a general meeting to withdraw the company shares from trading on a regulated market. Where such resolution is proposed, the proposing shareholder is obliged to announce a tender offer to acquire the company shares from all other shareholders.
Following a request from the Majority Investor, being the shareholder of 75.17% of the share capital of the Company, on 21 January 2022 the Company held a general meeting at which a resolution was passed to withdraw the shares in the Company from trading on the Warsaw Stock Exchange. Additionally, in accordance with Polish law as set out above, the Majority Investor announced a tender offer under which it intended to acquire the remaining 24.83% of the Company's shares and therefore hold the entire issued share capital of the Company. The Tender Offer was open to all shareholders of the Company until February 9, 2022, and on February 14, 2022, transactions made under the Tender Offer was settled.
Pursuant to Listing Rule 5.2.8, the Company is required to give at least 20 business days' notice of the intended Cancellation. Therefore, it is intended that the Cancellation will become effective from 8.00 a.m. (GMT) on March 18, 2022, such that the last day of trading of the Shares on the London Stock Exchange would be March 17, 2022.
For further information please contact:
Gi Group Poland S.A.
Dominik Konieczny
Legal Counsel
E-mail: dominik.konieczny@gigroup.com.pl