|Position of the Management Board regarding a tender offer to subscribe for shares of the Company|
|Legal basis:||Art. 80 of the Act on Public Offering – position of the Management Board of the Company as regards call|
|Signatures:||Piotr Chełkowski President of the Management Board
Iwona Rudnikowska Vice President of the Management Board
Adrzej Napierski Member of the Management Board
Robert Molo Member of the Management Board
Pursuant to article 80 section 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (the Act), the Management Board of PRI "POL-AQUA" SA with the registered office in Piaseczno (the Company) hereby presents its position regarding the public tender offer to subscribe for shares of the Company (the Tender Offer), announced on 30 July 2009 by Dragados Sociedad Anonima, a joint stock company incorporated under the Spanish law, with its registered office in Madrid, Spain (the Tenderer or Dragados SA) which is controlled by ACS Actividades de Construccion y Servicios, Sociedad Anonima (ACS Group).
Basis of the Management Board’s position
In order to communicate its position, the Management Board has reviewed the following information and data that concern the Tender Offer and are available to the Management Board:
• contents of the Tender Offer,
• market pricing of the Company’s shares during the periods of 6 and 12 months preceding announcement of the Tender Offer,
• publicly available information on operations, financial condition, and current market pricing of shares of selected companies operating in the construction sector in Poland.
In connection with preparation of this position, the Management Board did not undertake any actions aimed at verifying and analysing information that has not originated from the Company, and did not request any entities to perform such activities. The Management Board is not responsible for ensuring truthfulness, accuracy, completeness and adequacy of the information based on which this position has been formulated, except for information concerning operations, organisation, and growth strategy of the Company.
This position of the Management Board does not constitute any recommendation to acquire or dispose of any financial instruments, as discussed in article 42 of the Act on Trading in Financial Instruments of 29 July 2005.
The Management Board stresses that each investor/shareholder, on the basis of information provided by the Company as part of its reporting obligations and on the basis of the Tender Offer, should individually assess any investment risks related to the decision whether to respond to the Tender Offer, including seeking individual advice from certified advisors.
Effect of the Tender Offer on interests of PRI “POL-AQUA” SA
According to the contents of the Tender Offer announced by Dragados SA, Tenderer intends to assume control over the Company (i.e. become a dominant entity in respect of the Company) and to expand the ACS Group.
The main reason for assuming control over the Company arises from the Tenderer's strategy involves selective acquisitions on foreign markets.
Dragados SA intends to assume control over the Company in order to:
• incorporate the Company in its construction business,
• make the Company a permanent foundation for long-term presence of ACS Group and Dragados SA in Central and Eastern Europe.
The Management Board believes that it is in the Company’s interest to attract a strong and stable Investor such as the Tenderer. It would help the Company reinforce its position on the market and create opportunities to grow and pursue its strategic targets.
In the light of the information provided in the Tender Offer, there are no grounds to believe that the Tender will affect employment at the Company or location of its operations. We expect that location of the Company’s operations will remain unchanged.
It is a first tender offer for shares of PRI “POL-AQUA” SA announced by Dragados SA. The offer has been announced in order to acquire 65.53% of total number of votes at the general meeting of the Company’s shareholders, which represents 18,021,846 shares of the Company. The Tenderer, as an acquiring entity, undertakes to purchase the tendered shares only if at the end of the subscription period, the subscriptions ensure in total at least 13,621,831 shares of the Company, representing 13,621,831 votes at the general meeting, thus authorising the Tenderer to exercise 49.53% of total votes at the general meeting of the Company.
After the Tender Offer, the Tenderer, as the entity acquiring the Shares, intends to control 66% of votes at the general meeting of the Company, representing 18,150,066 shares of the Company.
The tendered shares will be purchased at PLN 27 per one share of the Company. [The price per share in the Tender Offer is higher than the market price of the Company’s shares at the end of the day of announcing the Tender Offer, i.e. PLN 26.69 per share.] The price per share in the Tender Offer is higher than the average market price of the Company’s share during 6 months preceding announcement of the Tender Offer, i.e. PLN 18.35 per share, and higher than the highest price paid for the Company’s shares by the Tenderer, the Tenderer’s subsidiaries, and entities with a dominant position in respect of the Tenderer, during the period of 12 months prior to announcement of the Tender Offer, i.e. PLN 25.50 per share.
The Company’s Management Board has not consulted any external entity about the price offered in the Tender Offer.