Current reportno. 16/2023
Subject:Obtaining information on signing of the transaction documentation by theCompany's majority shareholders in connection with a potential tenderoffer for the sale of shares in the Company to be announced byEntainHoldings (CEE)and disclosure of delayedinside information.
STS Holding S.A. with its registered office inKatowice (the "Issuer", the "Company"), acting pursuant to Article 17.1of Regulation (EU) No. 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC ("MAR"), hereby informs that on 13 June 2023, the majorshareholders of the Company i.e. MJ Foundation Fundacja Rodzinna worganizacji and Fundacja Zbigniewa Juroszka Fundacja Rodzinna worganizacji, the majority shareholders of the Company (the"Foundations"), have informed the Company that the Foundations committedto sell all of their shares held in the Company toEntainHoldings (CEE) Limited(the "Investor"), byway of the voluntary tender offer to be announced by the Investor (the"Transaction"). In connection with the Transaction, the Company hasdecided to offer to the participants of the management incentive plan(the "MIP") the possibility to participate in the Transaction. Tofacilitate this, any shares which have already been allocated to theparticipants of the MIP will be released from the lock-up limitationsunder the MIP solely to enable the MIP participants to dispose of theirshares in the Transaction.
The Company has also been informed about theannouncement relating to the Transaction published by Entain plc (LSE:ENT), a London Stock Exchange listed company and a majority shareholderof the Investor, which is attached to this current report in Polish andEnglish language version.
Furthermore, the Company, acting pursuant to Article17.4 MAR, informs that it has delayed information that, on 17 March2023, the Company allowedthe Investorandits advisors access to certain documentation regarding the Company andits capital group in connection with commencement of a due diligenceprocedure relating to the Transaction and negotiation of certaindocumentation regarding the Transaction ("Delayed Inside Information").
On the basis of Art. 17.4 of MAR, the publicdisclosure of the Delayed Inside Information was delayed on 17 March2023.
Reasons for the delayed disclosure of the InsideInformation:
The Company believes that at the time of making thedecision to delay the disclosure of the Delayed Inside Information,delaying its disclosure fulfilled all the conditions set out in MAR.Delayed disclosure of Delayed Inside Information was justified by theneed to protect the Issuer's legitimate interests.
The Company decided to delay the above mentionedDelayed Inside Information as in the opinion of the Company immediatedisclosure could prejudice the Company's legitimate interests, i.e., thepublic disclosure of the Delayed Inside Information could result in theInvestor resigning from making the capital investment and would thusprevent the Company from attracting a new investor who could support itsdevelopment and strategic activities and to increase the scale of itsbusiness. Moreover, immediate disclosure of the Delayed InsideInformation could have resulted in an incorrect assessment ofinformation by the public, including investors and shareholders of theCompany, and could have caused unjustified changes in the Company'sshare price.
The Company concluded that there were no reasons tobelieve that delaying the disclosure of the Delayed Inside Informationwould mislead the general public in any manner, especially given thatthe Company had not made any previous public announcements regarding thematter to which the Delayed Inside Information pertains.
In the opinion of the Company, the confidentiality ofthe Delayed Inside Information was ensured by way of implementinginternal information circulation and protection procedures on theCompany's group level, which included, among other things, creating alist of persons having access to the Delayed Inside Information asrequired under Article 18 of MAR. The list was constantly monitored andupdated as necessary.
The direct reason for disclosing the Delayed InsideInformation by the Company was obtaining the information on execution ofthe final documentation concerning the Transaction between theFoundations and the Investor.
In accordance with Article 17.4 of MAR, the Companywill notify the Polish Financial Supervision Authority of the delay indisclosure of the Delayed Inside Information together with the reasonstherefor immediately upon the publication of this current report.
Legal basis:
Art. 17.1 MAR - inside information, 17.4 of MAR -notification of delayed disclosure of inside information.