Tender offer for TIM S.A. shares announced by FEGA _ Schmitt Elektrogroßhandel GmbH

Date of preparation


Current report no.



In reference to the current report No. 14/2023 of 24 March 2023, the Management Board of TIM S.A. _”The Company”_ reports that on 20 April 2023 it has received information about the announcement by FEGA _ Schmitt Elektrogroßhandel GmbH _”The Investor”_ – an affiliate of Adolf Würth GmbH _ Co. KG a tender offer for the sale of the Company’s shares _”The Tender Offer”_.

The Tender Offer was announced with regard to the Investor’s aim to acquire 22,199,200 shares of the Company with a nominal value of PLN 1.00 each, constituting 100% of the Company’s share capital and authorising 100% of the total number of votes in the Company. As stated in the Tender Offer, the shares of the Company covered by the Tender Offer will be purchased at PLN 50.69 per share. The Tender Offer was announced on the following conditions: _i_ the Investor shall obtain consent for the concentration whereby the Investor shall take control of the Company, and consequently the TIM Capital Group, through the purchase of the Company’s shares; _ii_ in the event that an Annual General Meeting of the Company is held between the date of announcement of the Tender Offer and the closing date for subscriptions for the Company’s shares in the Tender Offer, the adoption by such Annual General Meeting of the Company of a resolution pursuant to which all profits earned in 2022 and previous years shall remain with the Company, with the exception of the profit required to cover the advance dividend of 29.968,920.00 _in words: twenty-nine million nine hundred and sixty-eight thousand nine hundred and twenty_ zlotys paid to the shareholders of the Company pursuant to Resolution of the Management Board No. 1/Z/16.11.2022 dated 16 November 2022, _iii_ at least 50% of the total number of shares in the Company, i.e. 11.099.600 _eleven million ninety-nine thousand six hundred_ shares in the Company shall be subscribed for under the Tender Offer.

Subscriptions for the Company’s shares under the Tender Offer will commence on 26 April 2023 and end on 4 July 2023. The expected settlement date for the acquisition of shares under the Tender Offer is 7 July 2023. Within the Tender Offer, the Investor has reserved the right to extend the subscription window for the Tender Offer shares.

The Tender Offer was announced according to Article 72a section 1 of the Act of 29 July 2005, on public offering and the conditions for introducing financial instruments into the organised trading system and on public companies, and pursuant to the Ordinance of the Minister of Finance of 23 May 2022 on the templates of tender offers for the sale or exchange of shares of a public company, the manner and procedure of submitting and accepting subscriptions in a tender offer and the acceptable collateral types.


20/04/2023, Krzysztof Folta – President of the Management Board
20/04/2023, Piotr Tokarczuk – Member of the Management Board