Current report no. 12/2006 from 18.12.2006: The Summary of the Offering
In accordance with § 33.1 of the Ordinance of the Ministry of Finance of 19 October 2005 on current and periodic information provided by issuers of securities (Journal of Laws of 2005, No. 209, item 1744) the Board of Managing Directors of Cinema City International N.V. (the "Company") provides information on the summary of the Offering consisting of a public offering of the Company's Shares in Poland and an international offering by way of a private placement to certain Institutional Investors outside of Poland.
1. A date of the commencement of the Offering (the publication of the Prospectus): 21 November 2006.
A date of the closing of the Offering: 5 December 2006.
Retail Investors could place their subscriptions in the Offering within a period from 24 through 30 November 2006, whereas Institutional Investors' subscriptions were accepted on 1 and on 4 December 2006.
2. Allotment date of the Offer Shares: 5 December 2006.
3. A number of Shares subject to subscription and/or sale: 18,014,004 Offer Shares including:
- (a) 10,000,000 New Shares offered in a public subscription by the Company,
- (b) 5,664,352 Sale Shares offered in a public sale by the Selling Shareholders and
- (c) 2,349,652 Overallotment Shares offered by IT. International Theatres Ltd. and covered by the Overallotment Option.
4. Reduction rate of *:
- (a) subscriptions made by Retail Investors: 95.65%
- (b) subscriptions made by Institutional Investors: 0%
5. A number of Shares covered by subscription orders placed in the Offering: 53,188,914.
6. A number of Shares allotted in the Offering: 18,014,004, including:
- (a) 1,600,000 Shares allotted to Retail Investors, and
- (b) 16,414,004 Shares allotted to Institutional Investors.
7. The Offer Price in the Offering: PLN19.3.
8. A number of Investors that placed the subscription orders in the Offering: 4,213, including:
- (a) 4,140 Retail Investors and
- (b) 73 Institutional Investors.
9. A number of Investors that were allotted the Shares in the Offering: 4,099 including:
- (a) 4,026 Retail Investors and
- (b) 73 Institutional Investors.
10. The Underwriting Agreement: on 30 November 2006 the Company, the Selling Shareholders and the Principal Shareholder entered into the Underwriting Agreement governed by English law, under which Bank Austria Creditanstalt AG and ING Bank N.V., London Branch ("Underwriters") undertook to act as Underwriters. Due to the fact that all the Offer Shares were covered by subscriptions and paid up within a subscription periods, neither of the Underwriters acquired any Offer Shares on the
basis of their underwriting commitments. The Underwriters are not entitled to any additional remuneration for their underwriting commitments except the one mentioned under point 12 below.
11. The Offering Value (gross- before deduction of the Offering expenses incurred by the Company and the Selling Shareholders and/or the Principal Shareholder): PLN 347,670,277.2 including gross proceeds in the amount of PLN 193,000,000 received by the Company from the issue of the New Shares.
12. The total issue costs** - PLN 14,488,947.44 (net amount), including:
- (a) expenses in connection with the preparation and carrying out of the Offering, including Underwriters' fees, which also covers the incentive fee paid to the Managers : PLN 10,202,241.40 (net amount)
- (b) expenses incurred for the purposes of the preparation of the Prospectus, including advisers' fees: PLN 3,319,398.82 (net amount) and
- (c) costs of the Offering promotional campaign: PLN 967,307.22 (net amount)
The above-mentioned expenses are the total costs incurred by the Company for the purposes of the Offering. Apart from the said expenses, the expenses of the Offering include also expenses incurred in connection with the Offering of the Sale Shares and the Overallotment Shares, such as commissions for their sale, which were incurred by the Selling Shareholders and the Principal Shareholder. These costs are not included in this summary as costs not incurred by the Company.
A method of the settlement of costs incurred by the Company: net expenses of the issue of the New Shares in the amount of PLN 14,488,947.44 will decrease the reserve capital.
13. Average cost of subscription per one New Share: PLN 1.45 (net amount).
Capitalized terms not defined in this report shall have the meaning ascribed to them in the Prospectus published in 21 November 2006.
* The Offering was not divided into tranches.
** to the best knowledge of the Company as at the date hereof. The total amount of the expenses incurred by the Company in connection with the issue of the New Shares will be disclosed in the Company's financial statements.
Legal grounds: Art. 56.1.2 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organised trading system and on public companies in conjunction with § 33 of the Ordinance of the Ministry of Finance of 19 October 2005 on current and periodic information provided by issuers of securities.