NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE RESTRICTED OR PROHIBITED BY LAW.
The Management Board of XTB S.A. (the “Company”) announces that on 5 February 2024, it was notified by the Company’s shareholder – XX ZW Investment Group S.A. (the “Shareholder”) (the “Notification”), that on 5 February 2024, the accelerated book-building process directed at certain selected investors meeting specified criteria (the “ABB”), the purpose of which was the sale by the Shareholder of dematerialised ordinary bearer shares in the Company (the “Sale Shares”), has been completed.
Pursuant to the Notification, as a result of the ABB:
1. the sale price of one Sale Share was set at PLN 41; and
2. the final number of the Sale Shares was set at 11,756,925, which constitutes 10% of the shares in the share capital of the Company and 10% of the total number of votes in the Company.
Following the settlement of the sale transactions within the ABB, the Shareholder will hold 59,872,869 shares in the Company, representing 50.93% of the shares in the Company’s share capital and 50.93% of the total number of votes in the Company.
In connection with the ABB, the Shareholder has undertaken, subject to standard practice exceptions, to comply with a lock-up undertaking in respect of the shares remaining in the Company for a period of 180 days from the date of the settlement of the sale transactions of the Sale Shares within the ABB.
In connection with the ABB, Santander Bank Polska S.A. – Santander Biuro Maklerskie together with BANCO SANTANDER, S.A., and UBS AG London Branchacted as the Global Coordinators and the Joint Bookrunners.
This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
This material (and the information therein) does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company.
Legal basis: Article 17 paragraph 1 MAR – inside information.
Download