Fondul Proprietatea - Public tender offer process

Fondul Proprietatea SA

11/10/2023 16:03

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RNS Number : 8308P  Fondul Proprietatea S.A.  11 October 2023

 To:          Bucharest Stock Exchange

                 Financial Supervisory Authority                                                                                        Report date:

                London Stock Exchange                                                                                                   11 October 2023

 Current report according to Article 234 para. (1) letter r) of the Financial                                                           Name of the issuing entity:
 Supervisory Authority Regulation no. 5/2018 on issuers of financial

 instruments and market operations, as well as the provisions of Article 99                                                             Fondul Proprietatea S.A.
 letter (s) of the Code of the Bucharest Stock Exchange Market Operator, Title

 II, Issuers and Financial Instruments

 Important events to be reported:                                                                                                       Registered office:

 Public tender offer process in relation to the buy-back programme                                                                      76-80 Buzesti Street

                                                                                                                                        7(th) floor, district 1,

 Franklin Templeton International Services S.À R.L., in its capacity of                                                                 Bucharest, 011017
 alternative investment fund manager and sole director ("AIFM / Fund Manager")

 of Fondul Proprietatea SA (the "Fund"), would like to inform shareholders that
 an application for the approval of a tender offer for cash of its own shares

 in relation to the buy-back programme approved by the Fund's Extraordinary                                                             Phone/fax number:
 Shareholders' Resolution no. 2 / 15 November 2022 (the "Offer") was submitted

 today with the Financial Supervisory Authority of Romania (the "FSA").                                                                 Tel.: + 40 21 200 96 00

 The Fund Manager would also like to inform shareholders and investors that it                                                          Fax: +40 31 630 00 48
 has engaged Swiss Capital S.A. together with Auerbach Grayson as agents and

 Swiss Capital S.A. as intermediary in relation to the purchase of shares as
 per the buy-back mandate terms and intends to engage The Bank of New York

 Mellon as tender agent in relation to the purchase of global depositary                                                                Email:
 receipts ("GDRs"). Under this tender offer, the Fund intends to repurchase

 from its shareholders up to 670,000,000 shares (both in the form of shares and                                                         office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 GDRs).

 It is expected that full details of the tender offer, including pricing, to be

 announced if and when the tender offer is implemented and approval is received                                                         Internet:
 from the FSA, which is expected to occur within 10 business days according to

 the regulations in force.                                                                                                              www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 Important disclaimer to shareholders and investors

 The filing of the application for the approval of the envisaged tender offer                                                           Sole Registration Code with the Trade Register Office:
 disclosed herein does not constitute a guarantee that the Fund will actually

 proceed with the tender offer; the Fund's decision to launch the tender offer                                                          18253260
 will depend on several factors (including market conditions and the approval

 of the tender offer documentation by the FSA). Nothing in this announcement
 shall be construed as an obligation of the Fund to implement the tender offer.

                                                                                                                                      Order number in the Trade Register:
 If the tender offer proceeds, the tender and the purchase of the shares and

 GDRs will be carried out exclusively in accordance with the terms and                                                                  J40/21901/2005
 conditions of the tender offer document, if and when published. The

 information contained in this announcement is for background purposes only and
 does not purport to be full or complete. No reliance may be placed for any

 purpose on the information contained in this announcement or its accuracy or                                                           Subscribed and paid-up share capital:
 completeness. This announcement is not intended to, and does not constitute,

 or form part of, an offer to sell or an invitation to purchase, exchange or                                                            RON 3,233,269,110.76
 subscribe for any securities in any jurisdiction. This announcement does not

 constitute a prospectus or a prospectus equivalent document.

 Swiss Capital S.A. and Auerbach Grayson, which is authorised and regulated by
 the Financial Conduct Authority in the United Kingdom, are acting exclusively

 for the Fund and no one else in connection with the distribution of this                                                               Number of shares in issue and paid-up:
 document and will not be responsible to anyone other than the Fund for

 providing the protections afforded to their respective clients.                                                                        6,217,825,213

 (http://www.fondulproprietatea.ro/sites/default/files/constitutive_act_updated_as_at_9_june_2016_to_be_published_on_the_website.pdf)
 Franklin Templeton International Services S.À R.L., acting as Alternative

 Investment Fund Manager of FONDUL PROPRIETATEA S.A.                                                                                    Regulated market on which the issued securities are traded:

 Johan MEYER                                                                                                                            Shares on Bucharest Stock Exchange

 Permanent Representative                                                                                                               GDRs on London Stock Exchange

 

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