Offer to buy shares for redemption

Date of publication: 28.02.2018

The Management Board of PROCHEM S.A. (“Company”) informs about the commencement of the implementation of share buyback in the implementation of resolution No. 4 of the Extraordinary General Meeting of the Company of January 26, 2018 regarding giving consent to the acquisition by PROCHEM S.A. of own shares for redemption, and authorization to purchase own shares of PROCHEM S.A.

The full contents of the Purchase Offer of Shares of PROCHEM S.A. with its registered office in Warsaw, (the “Offer”) constitutes an attachment to this current report. The offer will be posted on the Company’s website (https://prochem.com.pl), on the website of Dom Maklerski mBanku (www.mdm.pl) and will be additionally published on March 1, 2018 in Gazeta Giełdy “Parkiet”.

The subject of the Offer is not more than 960,000 shares of the Company with a nominal value of PLN 1.00 each, issued by the Company, dematerialized and registered by the National Deposit for Securities SA. including (a) ordinary bearer shares marked by KDPW with ISIN PLPRCHM00014 code, (b) registered ordinary shares marked by KDPW with ISIN PLPRCHM00022 code, (c) registered preference shares designated by the KDPW (National Depository for Securities) with ISIN code PLPRCHM00055, representing no more than 24 , 65% of the share capital of the Company and entitling to exercise no more than 24.67% of the total number of votes at the General Meeting of Shareholders of the Company.
In case the number of shares covered by offers for sale under the own share buyback will be higher than 960,000, a proportional reduction will be made in accordance with the principles set out in point 9 of the Purchase Offer.
The offered purchase price of the Shares Acquired is PLN 25.00 per one share.

The share buy-back will be carried out according to the following schedule:

Date of announcement of the offer – February 28, 2018;
The starting date for receiving the Sale Offers – March 5, 2018
The deadline for receiving the Sale Offers – March 16, 2018
Expected date of transferring ownership of shares purchased outside the regulated market and of settlement of transactions for the purchase of shares purchased through intermediary of KDPW (National Depository for Securities): no later than on March 21, 2018.

The intermediary in the conduct and settlement of the acquisition of the Shares under the Offer is mBank S.A. seated in Warsaw, ul. Senatorska 18 Street, conducting brokerage activities as part of a separate organizational unit under the name of Dom Maklerski mBank.
In order to standardize the documents needed to submit a Share Sale Offer, a set of forms will be available in each Office of Brokerage Services of the Brokerage House (hereinafter referred to as “PUM”) listed in Appendix No. 1 to the Offer. A standard form will also be sent to operators of securities accounts – members of the Warsaw Stock Exchange.
Any additional information about the procedure of submitting of Offers Sale in response to the Offer can be obtained at PUM in person or by phone. This information is also available at Dom Maklerski mBanku at phone No. (22) 33 22 011 or (22) 33 22 016.

The offer does not constitute a call to subscribe for sale or exchange of shares referred to in art. 73 and subsequent of acts of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies (unified text: Journal of Laws of 2016, item 1639, as amended). In particular, Art. 77 and 79 of this Act do not apply to this Offer. The offer does not constitute an offer within the meaning of art. 66 of the Act of April 23, 1964. The Civil Code (unified text: Journal of Laws of 2017, item. 459, as amended). The Company announced the buyback of own shares in the form of an Offer, taking into account the public status of the Company, and in order to ensure equal treatment of the Shareholders. The offer does not constitute investment, legal or tax advice. In matters related to the Offer, investors should seek the advice of investment, legal and tax advisors.

Attachment (only in Polish) – the full contents of the Purchase Offer of Shares of PROCHEM S.A.