14 May 2023

Minority shareholders continue to own more than 20% of Kernel shares, the decision on delisting will be made by the Polish supervisory authority.

Kernel announced the results of a tender for the purchase of shares by the main shareholder of the company Andriy Verevsky (through the Cyprus-registered company Namsen Limited) from other shareholders.

This tender took place after Andriy Verevskyi's proposal to buy back all Kernel shares from other shareholders and to delist the company from the Warsaw Stock Exchange.

The proposed buyout price is 18.5 Polish zlotys per share (which is close to the lowest level of the company's share price for the entire period of trading on the stock exchange). Before the buyout, Namsen Limited officially owned 38% of Kernel's shares, in addition Kernel purchased to treasury stock another 7.86% from other shareholders in previous years. It meas before the tender other shareholders officially owned 58.71% of shares (45.5 million shares).

According to a message on the company's website, as of May 12, Namsen (Verevsky) purchased 30.2 million shares in frames of the tender, which is approximately 36% of the company's total number of shares. It means that two-thirds of minority investors agreed to the proposal of the main shareholder and sold their shares to Verevsky. One third of shareholders did not agree to the proposal.

As of the current moment, Verevsky through Namsen Limited owns approximately 62 million Kernel shares - this is 74% of the total number or 80.4% of the shares that have the right to vote at the general meeting of shareholders (the shares that were bought back by the company itself do not have voting rights).

Under these conditions, will Kernel be delisted from the Warsaw Stock Exchange?

We remind you that according to the current Polish regulations, such a decision can be taken either by a general meeting of shareholders or another competent meeting attended by representatives of more than 50% of the company's shareholders, if 90% of the shareholders present at the meeting vote for this decision.

Currently, Verevsky does not own 90% of the shares, that is, the above-mentioned condition will not be satisfied - the majority shareholder can currently secure 80% of the votes (if the official share of ownership is taken into account).

At the same time, the main shareholder and the Board of Directors of the company believe that since the parent company of the group is registered in Luxembourg, Polish law is not applicable for this case, while the Law of Luxembourg allows the Board of Directors of the company to make a decision and make a request for delisting.

The decision on the request to delist Kernel from the Warsaw Stock Exchange anyway will be considered by the Polish Financial Supervision Authority.