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A Tender Offer for the sale of TIM S.A. shares

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The Würth Group pursues the acquisition of TIM S.A.

New Tender Offer for TIM S.A. shares has been announced.

The Würth Group remains fully committed to the acquisition of TIM S.A. and has announced a second Tender Offer for all shares of TIM S.A (the "Tender Offer"). This second Tender Offer has become necessary since UOKiK, the Polish Office for Competition and Consumer Protection, has not decided on the case yet and launched an in-depth investigation. Subscriptions for shares at a price of PLN 50.69 per share will begin on 28 September 2023 and last until 25 January 2024. Major shareholders and key managers of TIM S.A., jointly representing approximately 42% of the Company's total number of shares, have already committed to sell their shares in the Tender Offer.

You can subscribe for the sale of the shares through your brokerage house

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The Tender Offer price is PLN 50.69 per share

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The Tender Offer was announced on 21 September by FEGA & Schmitt Elektrogroßhandel GmbH (the “Offeror”), part of the Würth Group

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Subscriptions for the sale of the shares are accepted from 28 September 2023 to 25 January 2024

You can submit orders to sell shares in the tender offer at the brokerage house that maintains the securities account in which you hold TIM S.A. shares.

The price offered in the Tender Offer means:

premium on the last closing price before the Company announced a review of its strategic options on 22 August 2022

+93.8%

+7.8%

premium on the 6-month volume-weighted average price of the Company’s shares before the announcement of the intention to launch the Tender Offer

+2.7%

premium on the 3-month volume-weighted average price of the Company’s shares before the announcement of the intention to launch the Tender Offer

+12.4%

Premium on the last closing price of the Company’s shares before the announcement of the intention to launch the Tender Offer

TIM S.A. (the “Company”) major shareholders and key managers, including Krzysztof Folta, President of the Company’s Management Board, and Krzysztof Wieczorkowski, Chairman of its Supervisory Board, have already signed agreements under which they agreed to sell their shares under the Tender Offer.

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The Offeror’s objective is to obtain 100% of votes at the General Meeting of Shareholders and withdraw the Company’s shares from trading on the regulated market.


– commented Krzysztof Folta, President of TIM S.A.’s Management Board.


“We are impressed by the development of the TIM Group, particularly in the areas of e-commerce and operational efficiency. Combining forces in the electrotechnical distribution market in Poland will help us achieve our strategic goals and provide us with even greater exposure and know-how in e-commerce. We recognize the value of TIM, which is why we decided to offer a very significant premium compared to the average trading price in recent months. The attractiveness of our proposal is evidenced by the commitment of the Company's management board and largest shareholders to sell their shares. Appreciating TIM’s strong corporate culture, which is similar to ours, and the commitment of the Company’s employees to growth and innovation, we want to make sure that TIM continues its growth, so we intend to strongly support the current management team in the pursuit of our common strategy,"

– added Ulrich Liedtke, Executive Vice President, Würth Electrical Wholesale Group.


“This transaction represents another milestone on the development path of the TIM Group and confirms the substantial value that the management boards and all employees of both companies have built over the years. Joining the Würth Group will strengthen TIM S.A. strategically and pave the way for expansion into new areas. It has been of paramount importance to us that the Würth Group will support the continued dynamic growth of the businesses of both TIM Group companies.”

From 28 September 2023 to 25 January 2024, shareholders of TIM S.A. will be able to subscribe for the sale of shares in a Tender Offer announced by FEGA & Schmitt Elektrogroßhandel GmbH. The Offeror is offering PLN 50.69 per share in the Company. The Offeror intends to purchase shares that would entitle it to exercise 100% of the total number of votes at the Company’s General Meeting and to withdraw the Company’s shares from the regulated market.


If the threshold of 95% of the total number of votes at the General Meeting is exceeded as a result of the Tender Offer, FEGA & Schmitt Elektrogroßhandel GmbH intends to announce a mandatory buy-out of the shares held by the Company’s minority shareholders.


Subscriptions for the sale of shares under the Tender Offer will be accepted by the brokerage houses that maintain the securities accounts in which the shares in TIM S.A. are registered.


The Offeror has concluded agreements with some shareholders that jointly control approximately 42% of the total number of shares in the share capital and the total number of votes in TIM S.A., under which they unconditionally and irrevocably agreed to respond to the Tender Offer at the price of PLN 50.69 per share.

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Dates

Proposed date of the settlement of the acquisition of the Shares

25.01.2024

Closing date for receiving tender forms

30.01.2024

Proposed date of the acquisition of the Shares at the WSE

31.01.2024

How do I subscribe?

Subscriptions for the sale of shares will be accepted by the entity that maintains the relevant securities account in which the shares of the investor wishing to subscribe for the sale of the shares are held.Brokerage firms generally permit the submission of instructions to sell shares in a Tender Offer through an online service or hotline. Detailed information on how to subscribe for the sale of the shares is described in Section 15 of the Tender Offer. It is also available at your brokerage firm.

What is the process for submitting a subscription?

Subscriptions for the sale of shares are accepted by the entity that maintains a given securities account (provided that this entity provides the service of accepting and forwarding orders for the purchase or sale of financial instruments, and the investor making the subscription concludes an agreement for the provision of such services with this entity).


If the entity that maintains the securities account in which the shares are registered does not provide the service of accepting and forwarding orders for the purchase or sale of financial instruments, the subscription for the sale of the Shares should be submitted to the investment firm with which the investor that intends to submit a subscription for the sale of the Shares under the Tender Offer has previously concluded such agreement.


Together with submitting a subscription for the sale of the shares in the Tender Offer, the investor is required to submit the following:


- Instructions to block the shares that are the subject of the subscription with a validity period until the settlement date of the purchase of the shares by the Offeror or the effective withdrawal of the subscription by the person submitting the subscription in accordance with the Act on Public Offerings, Conditions governing the Introduction of Financial Instruments to Organised Trading, and Public Companies


- Orders to sell the shares to the Offeror with a validity period up to and including the date of the transaction under the Tender Offer.


Subscriptions may only be submitted by the owner of the shares or his/her/its legal representative or duly authorised attorney. The power of attorney must be in writing and certified by the entity accepting the subscription or in the form of a notarial deed or must be executed with a notarised signature.


Investors intending to subscribe for the sale of the shares under the Tender Offer should contact the entities through which they intend to make such subscriptions to confirm the location, times and methods of accepting subscriptions by such entities, including the possibility of subscribing for the sale of the shares in the Tender Offer based on an instruction made by telephone or an instruction made via the Internet or otherwise, in accordance with the internal rules of such entities.


By signing the subscription form, the subscriber irrevocably declares that he/she accepts the terms and conditions of the Tender Offer and consents to the processing of his/her personal data to the extent necessary to carry out all activities related to the Tender Offer (the form of the subscription for the sale of shares under the Tender Offer contains a statement to this effect).

28.09.2023

Starting date for receiving tender forms

Contact

Investors:


Santander Bank Polska S.A. – Santander Biuro Maklerskie

al. Jana Pawła II 17, 00-854 Warsaw

(+48) 691 510 168

(+48) 607 082 607

bm.sekretariat@santander.pl


Media:


InnerValue Sp. z o.o.


Mateusz Paradowski

(+48) 516 089 279

m.paradowski@innervalue.pl


Paweł Strzyżewski

(+48) 506 229 863

p.strzyzewski@innervalue.pl


News

The Würth Group pursues the acquisition of TIM S.A.

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Subscriptions for TIM S.A. shares extended.
More than 50% of shares already subscribed

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Subscriptions for TIM S.A. shares extended until 29 December 2023

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Subscriptions for TIM S.A. shares extended until 25 January 2024

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Documents

Tender Offer for the Sale of shares in TIM S.A.

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Position of the Management Board of TIM S.A. on the Tender Offer for the Company’s shares

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Announcement on the extension of the deadline for accepting subscriptions

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Announcement on the fulfillment of the condition reserved in the call

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Announcement on the extension of the deadline for accepting subscriptions

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Announcement on the extension of the deadline for accepting subscriptions

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Announcement on the fulfillment of the condition reserved in the tender offer for the sale of shares in TIM SA

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Legal Note


This material is for information purposes only and should not be construed as an offer or solicitation to acquire shares or a recommendation to take any investment decision with respect to the tender offer to subscribe for the sale of shares in TIM S.A. announced by FEGA & Schmitt Elektrogroßhandel GmbH through Santander Bank Polska S.A. - Santander Brokerage House on 21 September 2023 (the “Tender Offer”). The Tender Offer Circular (as amended from time to time) is the only legally binding source of information on the terms and conditions of the Tender Offer and is the only legally binding document regarding the Tender Offer process. The Tender Offer should not be considered as a recommendation or forecast of FEGA & Schmitt Elektrogroßhandel GmbH, its group companies or Santander Bank Polska S.A. - Santander Brokerage House.Please note that this is a non-binding English convenience translation that was made public in the Polish language. In case of any discrepancies between the English and Polish versions, the Polish version shall prevail.