The Board of Directors of Play Communications S.A. (the “Company”) hereby reports the following:
- As provided in current report no. 43/2020 dated 25 November 2020, upon completion of the tender offer for all the shares of the Company launched on 21 September 2020 (the “Tender Offer”), ILIAD S.A., a société anonyme organized under the laws of France, having its registered office in France at 16, rue de la Ville-L’Evêque, 75008 Paris and registered with the Companies Registry of Paris under number 342 376 332 (“Iliad”) has acquired directly, through its direct subsidiary Iliad Purple S.A.S., a société par actions simplifiée organized under the laws of France, having its registered office in France at 16, rue de la Ville-L’Evêque, 75008 Paris and registered with the Companies Registry of Paris under number 537 915 050 (“Iliad Purple”) and through its indirect subsidiaries Kenbourne Invest II S.à r.l. and Nikelo Holdings Limited 246,131,028 (say: two hundred forty six million one hundred thirty one thousand twenty eight) shares of the Company, representing approx. 96.66% of the total number of shares of the Company and corresponding to 246,131,028 (say: two hundred forty six million one hundred thirty one thousand twenty eight) voting rights attached to the shares issued by the Company constituting approx. 96.66% of total number of voting rights attached to the shares issued by the Company.
- On 22 October 2020, Iliad Purple, as seller, and SEVILIA SP. Z O.O. (pending name change to CELLNEX POLAND SP. Z O.O.), a limited liability company (spółka z ograniczoną odpowiedzialnością), organized under the laws of Poland, with its registered office in Warsaw, at Plac Marsz. Józefa Piłsudskiego 1, 00-078 Warsaw, entered in the business register of the National Court Register under number KRS 0000819558 (“Sevilia”), as purchaser, have signed a share and purchase agreement (the “SPA”) regarding the sale of sixty percent (60%) of the issued share capital and voting rights of a special purpose vehicle organized under the laws of Poland (the “SPV”) to which P4 sp. z o.o. will transfer its entire passive infrastructure (the “Sale”).
During its meeting on 26 November 2020, the Board of Directors of the Company approved the substitution of ILIAD PURPLE S.A.S. by the Company as seller under the SPA, and the entering into and performance by the Company of a letter notifying to SEVILIA SP. Z O.O. its acceptance to such substitution (the “Letter of Acceptance”).
The Company’s Board of Directors also approved the acquisition of the shares of the SPV by the Company.
Finally, the Board of Directors approved the entering by P4 and SPV into the intragroup agreements envisaged in the Letter of Acceptance and the related documents, in particular a Master Services Agreement for the provision of certain services by the SPV to P4 and a Works and Studies Agreement with respect to the certain evolution works or studies undertaken on the sites.
Related Party Transaction
This report also constitutes a disclosure for purposes of article 7quater of the Law of 5 May 2011 (as amended) regarding a related party transaction.
- The nature of the related party relationship: as described in more detail above, the substitution of Iliad by the Company under the SPA pursuant to the Acceptance Letter.
- The name of the related party: Iliad as shareholder.
- The date of the transaction: the Acceptance Letter was approved and executed on 26 November 2020.
- The value of the transaction: Pursuant to the Acceptance Letter, no consideration is pay from the Company to Iliad (or from Iliad to the Company) in connection with the Acceptance Letter. The consideration to be paid under the SPA to the Company as seller will amount to approx. EUR 800 million. The Company’s Board of Directors considered that the transaction contemplated by the SPA is in the corporate interest of the Company.
Article 17 MAR
Article 7quater of the Law of 5 May 2011 (as amended)