Andrzej Klesyk has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. He has also served as CEO of Powszechny Zaklad Ubespieczen SA in 2007‑2015. He is a former partner of Boston Consulting Group, Warsaw, CEO of Bank Inteligo, Warsaw and a partner of McKinsey & Co, London. Between 1989 and 1990 he worked in the Ministry of Economic Reform. In 1991, he left for the U.S. and worked for Kidder, Peabody, Coopers & Lybrand in New York. He received an MBA from Harvard Business School and a master’s degree in Economics from Katolicki Uniwersytet Lubelski, Poland. He is a member of the Harvard Business School European Advisory Board, a member of the Geneva Association, on the Board of Trustees of the National Museum, Warsaw and on the Program Board of the Institute of Public Affairs.
Andrzej Olechowski has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. Dr. Olechowski is also Chairman of the supervisory board of Bank Handlowy and has been a Director of Euronet since 2002. He also sits on the International Advisory Boards of Macquarie European Infrastructure Funds. Since November 29, 2016, he has served as a Member of the Board of Trustees of the ECFR (European Council on Foreign Relations). He is a former Minister of Foreign Affairs from 1993 to 1995 and Minister of Finance in 1992 and was a candidate in the 2000 and 2010 Presidential elections in Poland. Dr. Olechowski studied at the Central School of Planning and Statistics where he received a Ph.D in economics and he has been a professor at Vistula University since 2011 and has authored of a number of publications on international trade and foreign policy.
Bruce McInroy has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. He is a partner of Novator, a London based private equity advisory firm, which he joined in 2004. His primary role is sourcing and deal execution, both entries and exits, as well as active involvement in portfolio companies. He has been with the Play Group since its inception in 2005, serving on the supervisory board, and acting as Chairman of the Audit Committee. He has also served as a member of the supervisory board of 3GNS sp. z o.o. since 2008. He has significant investment experience, including Novator’s investment in Tradus (formerly QXL), the leading internet auction business in Poland and the region, acting as board member, member of the Audit Committee and interim Chairman in 2006/07. He takes an active role in managing portfolio investments, particularly in telecommunications and has been member of the boards of directors of Netia (Poland), Turknet (formerly NetOne, Turkey), Bulgarian Telecoms Company (now Vivacom), Forthnet (Greece) and Be* Unlimited (UK). He is also a director of WOM Chile (formerly Nextel Chile), and AASA Global. He has an active role in the Audit Committees at Netia, BTC and Forthnet. He has over twenty years’ experience in both developed and emerging markets with a primary focus on telecommunications & technology and related sectors. Prior to joining Novator, he gained wide ranging telecommunications experience: in industry with BT, in equities research with ABN Hoare Govett and latterly in investment banking with Deutsche Bank and with Merrill Lynch. Bruce received an MA degree in Computer Sciences from Trinity College, Cambridge.
Serdar Çetin has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. He is a Partner at Novator and is responsible for sourcing, managing and exiting investments at Novator. He has served on the supervisory board of Play since July 2007 and 3GNS sp. z o.o. since October 2008. He also served on the Management Board of Play between July 2005 and October 2006. In addition he is a member of Play’s audit committee. He is also a director of WOM Chile (formerly Nextel Chile) and AASA Global. Mr. Çetin has significant investment experience in the telecommunications sector. He has advised on telecommunications investments in a number of countries including Greece, Turkey, Poland and the United Kingdom. He was a board member at Turk.net, a Turkish altnet from February 2007 until April 2013. Prior to joining Novator in 2004 Mr. Çetin worked at Merrill Lynch investment banking and BNP Paribas. Mr. Çetin holds an Msc in Management (Grande Ecole) from HEC School of Management in Paris and BSc in civil engineering from Middle East Technical University in Ankara. He is fluent in English, Turkish and French.
Patrick Tillieux has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. He is the managing partner of his own asset management company Pambridge Ltd, London. He has worked in the television industry for more than 25 years. He is the former CEO and board member of broadcast technology company Red Bee Media in London. He also served as COO of ProSiebenSat.1 Media AG in Munich from 2007 to 2009 and CEO of SBS Broadcasting Europe in Amsterdam, which he joined in 2001. Before that he served as Managing Director of Canal+ in the Netherlands and CFO of RTL Netherlands. He started his career at Bouygues SA in Paris in 1981 and held senior positions in its broadcast operation TF1 and Eurosport, which he helped set up. Mr. Tillieux is also member of the supervisory boards of České Radiokomunikace in Czech Republic, Towercom in Slovakia and Brussels Airport in Belgium. He holds a MSc of Civil Engineering and a MSc of Industrial Administration both from Catholic University of Louvain, Belgium.
Ioannis Karagiannis has been appointed a member of the Issuer’s Board on June 21, 2017. He was formerly a member of the supervisory board of Play. He has been working for companies in the Tollerton group since 1994, and has served as a manager there since January 2010. He also serves as a member of the supervisory board of 3GNS sp. z o.o. which is part of the Group. He also serves as Chairman of the Board for Retail World S.A. and Olumpia Group S.A. Prior to that, he served as CEO of the Germanos Group from December 2001 to December 2010. He received a degree in Chemical Engineering from the National Technical University of Athens and an MBA from the University of Bradford.
Vasileios Billis has been appointed a member of the Issuer’s Board of Play Communications SA on June 21, 2017. He was formerly a member of the supervisory board of Play. He has also served as a member of the supervisory board of 3GNS sp. z o.o. which is part of the Play Group. Since April 2013, Mr. Billis has served as the Chief Executive Officer at Systems Sunlight S.A., a company in the Olympia group. Prior to holding that position, he served as a director and board member for Olympia. He received an MBA from INSEAD (France) and a Master’s Degree in Electrical Engineering from the University of Southampton.
George Xirouchakis Georgios (George) Xirouchakis has been appointed a member of the Issuer’s Board on June 21, 2017. He was formerly a member of the supervisory board of Play. He has also served as a member of the supervisory board of 3GNS Sp. z o.o. which is part of the Group. He has served as an in-house lawyer for the Panos Germanos Group of Companies since 2002 and has acted as General Counsel—Head of Group Legal Department for this group since 2008. Additionally, Mr. Xirouchakis has substantial professional experience in commercial law. He received a Bachelor’s Degree in Economics from the University of Crete (School of Social Sciences, Dept. of Economics), a Bachelor’s Degree in Law Studies from the National University of Athens (Law School) and a Master’s Degree in Business Administration from the University of Leicester (Management Center).
Prior to obtaining access to the information placed on the following website please read carefully the following important information regarding the terms of access to this website and of the use of the information contained herein.
Please note that the important information presented below may be changed or updated. Consequently, it should be read and analysed in whole whenever this website is accessed in the future.
THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE TERRITORY OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR WOULD REQUIRE REGISTRATION.
The materials to which you will gain access relate to or are connected with (i) an initial public offering up to 121,572,621 existing ordinary bearer shares with a nominal value of EUR 0.00012 per share (“Offered Shares”) of Play Communications S.A., which is a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4/6, rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B183803 (the “Company”) (the “Offering”) by Play Holdings 1 S.à r.l. having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B183758 (the “Selling Shareholder”) and (ii) the seeking of the admission and introduction of 250,000,000 ordinary bearer shares in the Company with a nominal value of EUR 0.00012 per share (including the Offered Shares (the “Shares”), to trading on the regulated (main) market of the Warsaw Stock Exchange (the “WSE”) (the “Admission”).
On 30 June 2017, the Luxembourg Financial Supervision Authority (Commission de Surveillance du Secteur Financier) (the “CSSF”) which is a capital market regulator in Luxembourg, approved the prospectus in English language version and a summary of the prospectus translated into Polish language (the “Prospectus”) prepared in connection with the Offering and the Admission, which will be than passported to the Polish Financial Supervision Commission (Komisja Nadzoru Finansowego).
The Prospectus, together with any supplements (aneksy) and update communicates (komunikaty aktualizujące) thereto, and with the announcement of the final price and number of the Offered Shares offered in the Offering, has been posted on, and will, during its validity period, continue to be available in an electronic form on the Company’s website (www.playcommunications.com) and additionally, for the information purposes only, on the website of DM PKO BP and Bank Zachodni WBK S.A. (www.dm.pkobp.pl and www.dmbzwbk.pl) („Co-Offering Agents”) and on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Prospectus is the sole legally binding offering document which contains, for the purposes of the Offering and the Admission, information about the Company, the Shares (including the Offered Shares) and the Offering.
Materials posted on this website include the Prospectus with any supplements and update communications thereto, if any, the announcement of the final price and number of the Offer Shares offered in the Offering (upon its drafting and publication) and information which is either of promotional nature for the purposes of the Offering and the Admission or constitutes information disclosed by the Company to the public in the performance of the Company’s disclosure obligations under the applicable laws and regulations.
These materials do not constitute an offer for the sale of securities in the United States, Canada, Japan, Australia, or any other jurisdiction where such offer for sale would constitute a violation of the applicable laws or would require registration. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Securities of the Company have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act.
The materials do not constitute an offer of the Shares to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Shares. The information on this website is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which the information on this website relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the contents of this website.
Neither the Prospectus nor the securities of the Company covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the laws enacted based on Directive 2003/71/EC of the European Parliament and of the Council, as amended, and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America, Canada, Japan or Australia) unless in any relevant state such offer or sale could be effected in compliance with the law without the need for the Company, the Selling Shareholder or their respective advisors for the purpose of the Offering to comply with any additional legal requirements. Any investor residing in or having its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries which may apply thereto in connection with the participation in the Offering.
WE HEREBY INFORM YOU THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL BE GRANTED ACCESS AND THE USE OF SUCH MATERIALS AND INFORMATION: (I) ARE SUBJECT TO THE ABOVE RESTRICTIONS; (II) ARE DIRECTED TO PERSONS RESIDING IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF THE REPUBLIC OF POLAND; (III) ARE NOT DIRECTED TO PERSONS RESIDENT OR WITH A REGISTERED OFFICE IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR IN ANY OTHER JURISDICTION WHERE ACCESSING THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LOCAL LAWS OR WOULD REQUIRE REGISTRATION OR OBTAINING A PERMIT.
Please note that reviewing and accessing these materials in violation of the above may constitute a violation of securities laws, in particular in Poland and the United States.
The Prospectus, together with any supplements and update communicates thereto, and with the announcement of the final price and number of the Offered Shares offered in the Offering, has been posted on, and will, during its validity period, continue to be available in an electronic form on the Company’s website (www.playcommunications.com) and additionally, for the information purposes only, on the website of DM PKO BP and Bank Zachodni WBK S.A. (www.dm.pkobp.pl and www.dmbzwbk.pl) („Co-Offering Agents”) and on the website of the Luxembourg Stock Exchange (www.bourse.lu).