=DJ 2nd UPDATE: Poland To Keep Control Of Warsaw Bourse After IPO

   (Adds official comments, detail)
   By Marynia Kruk and Marcin Sobczyk
   Of DOW JONES NEWSWIRES

WARSAW (Dow Jones)--The Polish Treasury will vote at the Warsaw Stock Exchange's general meeting Friday for changes which will secure its control of the business after an initial public offering planned for later this year.

The vote will introduce changes to the stock market's corporate charter, the Treasury ministry said in a presentation Thursday.

The Treasury holds a 98.8% stake in the Warsaw Stock Exchange and plans to offer around 63% to the public in the IPO.

"The changes will enable the Treasury to have influence over important strategic decisions (at the Warsaw Stock Exchange) and to protect the exchange from an un-controlled takeover," Deputy Treasury Minister Joanna Schmid told reporters.

All current shares will be turned into preferred shares, giving two votes a share to holders, the treasury presentation said.

The shares offered in the IPO, the first of two phases of privatization, will then lose their preferred status, giving the treasury around 52% of votes after the IPO.

Other changes to the corporate charter include voting limits for some sharesholders. No shareholder, affiliated group of shareholders, or voters acting in concert will be able to exercise more than 10% of the votes.

The 10% limit will not pertain to the shareholder who holds over 10% of votes before the changes are enacted, meaning the Treasury, or to another shareholder who may obtain over 25% of preferred stock at a future date.

In three to five years after the company's planned November IPO, Poland's Treasury plans to sell a second tranche of shares, Schmid said. The changes planned for Friday will give the Treasury the option to sell a controlling stake in the exchange to a strategic investor of its own choosing in coming years.

"The second stage of privatization will depend on many factors," Schmid said. "We may sell to a strategic investor, we may sell shares on the market, or it may be a solution that is a hybrid of the two."

Friday's vote will also change how the company's supervisory board members are chosen. Shareholders who are members of the exchange--brokerage houses--will gain the right to nominate one member of the supervisory board, for general shareholder meeting approval.

Minority shareholders who are not members of the exchange will gain the right to nominate a second supervisory board member, also for general shareholder meeting approval.

-By Marynia Kruk and Marcin Sobczyk, Dow Jones Newswires; +48 22 447 2432; marcin.sobczyk@dowjones.com

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(END) Dow Jones Newswires

July 29, 2010 08:17 ET (12:17 GMT)

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