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).
