First tender offer for shares of 24 june 2004
On 17-02-2004 the Management Board of Bauma S.A. learned that a foreign sectoral investor had placed an offer to acquire shares from the key investors holding jointly over 80% of the Company’s share capital and that the shareholders had accepted the offer.
The public tender for shares covered the following:
- 3,898,132 series A, B, C, D, E and F ordinary bearer shares admitted to public trading and stock trading at the primary floor of Giełda Papierów Wartościowych w Warszawie S.A., marked with securities code ISIN: PLBAUMA00017;
- 992,500 series A registered privileged shares (with respect to voting rights: 5 votes per share and with respect to dividend) held by the founders, admitted to public trading, not admitted to stock trading, marked with code ISIN: PLBAUMA00041,
Name and registered office of the Tenderer: ULMA C y E, S. Coop. with its registered office in Onati (Guipuzcoa), Spain (“ULMA” or the “Tenderer”).
Address: Paseo Otadui 3, Apdo. 13, 20560 Onati (Guipuzcoa), Spain
The Tenderer intended to acquire 100% of shares in effect of the tender.
The price at which the tendered shares were bought was PLN 9.34 or equivalent to EUR 2.04 at the mean PLN/EUR exchange rate as announced by NBP on 23 June 2004. The price met the requirements of the criteria specified in art. 155 of the Act of 21 August 1997 – Law on public securities trading (Dz. U. of 2002, No. 49, item 447) (the "Act"). The price at which the Tenderer agreed to acquires the Shares was not lower than the average market price of the Bearer Shares from the 6-month preceding the tender, i.e. PLN 8.04 per one Bearer Share. The Tenderer or entities directly or indirectly subordinated to it or entities that are bound with an agreement referred to in art. 158a.3.1 of the Act had not been purchasing the Shares in the 12 months before the Tender was announced. The calculation of the average price provided for the arithmetic mean as announced by the Stock Exchange of closing prices of the Bearer Shares in continuous trading. In view of the fact that the Registered Shares were not traded in a regulated market and had not been acquired in primary offerings or an IPO, it was impossible to determine a minimum price of the Registered Shares.
The tender offer was announced on 24 June 2004.
The Tenderer was granted the consent of the Securities Commission and the President of the Office of Competition and Consumer Protection to acquire the Shares. The broker entity was granted the consent of the Securities Commission to trade in the Registered Shares outside of the regulated market.
The Tenderer intended to carry out its strategic plans to develop the Company in order to consolidate the position and operations of the Company in the Polish Market. The Tenderer’s ambition was to develop a long-term strategy so that the Company could achieve a leading position in the Polish market over the next 10 years and create a base to expand to other Central European markets. The Tenderer was planning to apply various methods to support the Company in achieving the objectives, including inter alia: intensified market research and major investments in brand development, assessment of the existing distribution network and – if so required – investments in new distribution solutions to be solely held by the Company.
The tender offer was addressed at holders of bearer shares and registered shares.
On 16 July 2004, in effect of a public tender offer for shares announced on 24 June 2004, ULMA C y E, S. Coop. acquired 4,763,149 shares in BAUMA S.A., including 992,500 registered shares admitted to public trading and 3,770,649 bearer shares admitted to regulated stock exchange trading that jointly accounted for 97.39% share in the share capital of BAUMA S.A., entitling to 97.39% of votes at Shareholder Meetings of BAUMA S.A.
Second tender offer for shares of 28 july 2004
Name and registered office of the Tenderer: ULMA C y E, S. Coop. with its registered office in Onati (Guipuzcoa), Spain (“ULMA” or the “Tenderer”).
Address: Paseo Otadui 3, Apdo. 13, 20560 Onati (Guipuzcoa), Spain
The tender offer was addressed at holders of bearer shares and registered shares.