The dispute concerned a resolution to delist the company’s shares from the regulated market. The shareholders challenged it, claiming that the price in the tender offer preceding the delisting, although set by the law, was nevertheless too low and, above all, not fair value. They demanded that the resolution be annulled, requesting the court to appoint an expert to determine the fair value of the shares.
The District Court non-finally dismissed the claim in its entirety in this case. It found that there was no basis for appointing an expert in the case. The court shared the view expressed in other rulings that the determination of the fair value should occur by referring to real, concrete data on transactions actually occurring (in this case: concluded on the regulated market). Following the position of the Polish Financial Supervision Authority (FSA), who, at the request of the company represented by RKKW, joined the ongoing dispute, it was also held that the price in a tender offer should be determined based on fair value only if it is not possible to determine it based on the share price.
In this case, the price offered to the shareholders was considered to meet the requirements of the law and the volume of transactions involving the company’s shares was sufficiently representative to provide a sufficient basis for determining the price. It was also considered that there were no circumstances in the case leading to the conclusion that the price determined in the tender offer was distorted and unreliable, thereby allegedly violating the principle of equivalence of benefits or good morals.
The company was represented in the dispute by attorney-at-law Agnieszka Nalazek, assisted by advocate Katarzyna Sieliwonik, attorney-at-law Piotr Frelak and attorney-at-law Konrad Oleszczuk.