2004-11-23
The text below is an unofficial translation of the report disclosed by PKO BP pursuant to the Polish Act on Public Trading in Securities of 21 August, 1997 (as amended). As Polish is the only official language in the Republic of Poland, PKO BP only assumes responsibility for the Polish language report. PKO BP assumes no responsibility for the report in its unofficial English translation. Legal basis: Paragraph 42 of Decree of the Council of Ministers on current and periodical information provided by issuers of securities of 16 October 2001 The report:
1) Date of opening and completion of PKO BP SA shares’ sale The public offer of PKO BP S.A.’s shares started on 4 November 2004 r. and was completed on 9 November 2004.
2) Date of allotment of PKO BP SA shares On 4 November 2004 The Ministry of State Treasury allotted PKO BP SA shares offered in Bank Customer Subtranche. On 6 November 2004 The Ministry of State Treasury allotted PKO BP SA shares offered in Retail Investor Subtranche. On 9 November 2004 The Ministry of State Treasury allotted PKO BP SA shares offered in Domestic Institutional Tranche and International Institutional Tranche.
3) Number of PKO BP SA shares being subject of allotment The total number of PKO BP SA shares offered by the State of Treasury were 377 000 000 representing 37,7 % of total number of PKO BP SA shares which was 37,7% of the overall number of votes at the Bank’s General Meeting of Shareholders.
4) Rate of reduction In Bank Customer Subtranche orders were not reduced. In consequence of shares’ allotment in Retail Investor Subtranche during Firs Period of Orders orders were reduced on the average by 89,99%. . In consequence of shares’ allotment in Retail Investor Subtranche during Second Period of Orders orders were reduced on the average by 94,84%. In Domestic Institutional Tranche and in International Institutional Tranche shares were allotted to investors among whom shares had been allotted prior (preliminary allotment).
5) Number of PKO BP SA shares in the course of sale PKO BP SA acting as an investor’s representative placed in Bank Customer Tranche orders covering 55.837.563 PKO BP SA shares. In Retail Investor Subtranche 141 603 orders were placed covering 1 047 598 442 Shares including: -136 528 orders covering 1 034 086 025 Shares in retail Investor Subtranche during the First Period of Orders -5075 orders covering 13 512 417 Shares in retail Investor Subtranche during the Second Period of Orders For shares offered in Domestic Institutional Tranche were placed 318 declarations for acquisition covering 2.713.617.337 PKO BP SA shares (20,5 PLN per share). For shares offered in International Institutional Tranche were placed 224 declarations for acquisition covering 884.404.692 PKO BP SA shares (20,5 PLN per share).
6) Number of PKO BP SA shares allotted in the course of sale During the PKO BP SA shares’ public offer 377.000.000 were allotted including: - in Bank Customer Subtranche 55 811 678 Bank’s shares were allotted, representing 5,58 % of total number of PKO BP SA shares which is 5,58% of the overall number of votes at the Bank’s General Meeting of Shareholders. - in Retail Investor Subtranche 104 188 322 Bank’s shares were allotted representing 10,42 % of total number of PKO BP SA shares which is 10,42% of the overall number of votes at the Bank’s General Meeting of Shareholders. - in Domestic Institutional Tranche 132 000 000 Bank’s shares were allotted representing 13,2 % of total number of PKO BP SA shares which is 13,2% of the overall number of votes at the Bank’s General Meeting of Shareholders. - in International Institutional Tranche 85 000 000 Bank’s shares were allotted representing 8,5 % of total number of PKO BP SA shares which is 8,5% of the overall number of votes at the Bank’s General Meeting of Shareholders.
7) Price of PKO BP SA shares’ purchase Bank’s shares were sold for 20,5 PLN per share. In Bank Customer Subtranche shares were sold with 4% discount for 19,7 PLN per share. In Retail Investor Subtranche in the First Period of Orders shares were sold with 4% discount for 19,7 PLN per share, in the Second Period of Orders shares were sold with 2% discount for 20,1 PLN per share.
8) Number of persons that subscribed for PKO BP SA shares in each tranche and whom shares were allotted In Bank Customer Subtranche, PKO BP SA acting as a representative, placed orders on behalf of 64.673 investors who had deposited money in Privatization Deposits. PKO BP SA shares were allotted to all 64.673 investors. In Retail Investor Subtranche 141.603 orders for PKO BP SA shares were placed. Due to the possibility for one investor to place more then one order, PKO BP SA does not have information about number of persons that subscribed for shares in this subtranche. In Domestic Investor Tranche 318 persons placed declarations of acquisition. In this tranche shares were allotted to 99 investors. In International Investor Tranche 224 persons placed declarations of acquisition. In this tranche shares were allotted to 170 investors.
9) Value of PKO BP SA shares’ sale The total value of the offer is 7 600 778 752,8 PLN consist of: - 1.099 490 056,6 PLN in Bank Customer Subtranche (55 811 678 shares × 19,7 PLN) - 2 038 781 368 PLN in Retail Investor Subtranche in the First Period of Orders (103 491 440 shares × 19,7 PLN) - 14 007 328,2 PLN in Retail Investor Subtranche in the Second Period of Orders (696 882 shares × 20,1 PLN) - 2 706 000 000 PLN in Domestic Investor Tranche (132 000 000 shares × 20,5) - 1 742 500 000 PLN in International Investor Tranche (85.000 000 shares × 20,5)
10) Total costs of the Offer Estimated costs of the offer are described in Chapter III of Prospectus in point 2.2 “Estimated costs of the offer”. Due to a total amount of costs on 22 November 2004 costs (based on received and accepted invoices) of the Offer is 38.868.377,12 PLN, including costs: - 10.063.780,0 PLN – for preparation of pre- privatization analysis - 11.792.525,82 PLN – for preparation of the offering, preparation of issue prospectus and International Memorandum, including costs of advisory services - 16.638.496,7 PLN – for offer promotion - 154.972,2 PLN - fees for The Polish Securities and Exchange Commission, The National Depository for Securities and Warsaw Stock Exchange - 218.602,4 PLN – as other costs for preparation and delivery of the offering Bank will prepare and distribute current report about finale costs of the offer after receiving and accepting .all the invoices from entities engaged in preparation and delivery of the offering. The costs of the offer will charge current costs. In a financial rapport these costs will be presented in “Overhead costs” position.
11) Average cost of sale per share Due to a total amount of costs on 22 November 2004 the average cost of sale is 0,10 PLN per share.
The provisions for the Financial Adviser and the Offeror (due to the agreement dated 30 March 2004 mentioned in Chapter III of Prospectus, point 2.2) are not included in the list mentioned above. All the capitalized terms not otherwise defined herein shall have the meaning assigned to them in the prospectus relating to the shares of Powszechna Kasa Oszczędności Bank Polski SA. THIS RELEASE DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OF PKO BANK POLSKI S.A. (THE “SHARES”), NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFOR. THE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES ARE OFFERED IN THE UNITED STATES OF AMERICA ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT. THIS RELEASE IS BEING DISTRIBUTED IN THE UNITED KINGDOM ONLY TO (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE ORDER) AND TO (B) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS RELEASE IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. Stabilisation/FSA
