Share Issue/Capital Change • Feb 21, 2017
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
NICA S.A IE Nr. .. 200
TURBOMECANICA
244 Iuliu Maniu Bd. District 6 Postal Code 061126 Bucharest - Romania Tel.: (+4) 021 434 07 41 Fax: (+4) 021 434 09 21; (+4) 021 434 31 65 Trade Registry Code J40/533/1991 Fiscal Registration Code RO3156315 Sole Registration Code 3156315 Fully Paid Share Capital 36.944.247,50 RON www.turbomecanica.ro; e-mail: [email protected]
Our Reference: 4 Date: 21.02.2017
COMPANY TURBOMECANICA SA REGISTERED OFFICE: 244 Iuliu Maniu Blv., District 6, Bucharest ROMANIA. TRADE REGISTERY NUMBER AND INCORPORATION DATE: J40 /533 /1991 ; FORM OF OWNERSHIP: Majority private: MAIN ACTIVITY: 3030 Manufacturing of Aircrafts and Spaceships; SOLE REGISTRATION CODE: RO3156315; REGULATED MARKET ON WHICH THE SECURITIES ISSUED ARE TRADED: Bucharest Stock Exchange: CALLED-UP AND PAID IN SHARE CAPITAL: 36.944.247,50 RON
We inform you that on the basis of the Extraordinary General Shareholders' Meeting no. 1 dated 18.01.2016 and the Resolution of the Board of Directors no. 103 dated 20.02.2017, a number of 9.674.212 shares will be allocated to employees of TURBOMECANICA S.A. which have shown extraordinary performance in their professional activity.
We attach to the present the Information Document drafted in accordance with Appendix no. 21 of the Regulation no.1/2006
FINANCIAL & COMMERCIAL MANAGER ANGHEL CLAUDIA
Page 1 of 1
TURBOMECANICA
244 Iuliu Maniu Bd. District 6 Postal Code 061126 Bucharest - Romania Tel.: (+4) 021 434 07 41 Fax: (+4) 021 434 09 21; (+4) 021 434 31 65 Trade Registry Code J40/533/1991 Fiscal Registration Code RO3156315 Sole Registration Code 3156315 Fully Paid Share Capital 36.944.247,50 RON www.turbomecanica.ro; e-mail: [email protected]
Our reference No: 5 / Date: 21.02.2017
$\sim$
(Information document in accordance with Appendix no.21 of the Regulation no.1/2006)
PG SMQ-01 Ed./Amd. 4/0 Formular 5
1.1. Name and position of the individuals and/or name and headquarters of the companies responsible for the information included in the information document. Company TURBOMECANICA .S.A, with its headquarters in Bucharest, 244 Iuliu Maniu Byd, 6th district, registered with the Trade Registry Bucharest under no. J40/533/1991, individual registration number 3156315, represented by Mr. Viehmann Radu, President & CEO.
Upon verification of the content of the information document, TURBOMECANICA S.A., represented by Mr. Radu Viehmann - President & CEO, accepts all responsibility for its content and hereby confirms that all the information provided is real and without omissions or false statements which might significantly affect the information document.
$2.1.$ Name, headquarter, fiscal code and registration number at the Trade Registry Office.
| Name of issuer: Headquarters : |
Company TURBOMECANICA S.A. Bd. Iuliu Maniu nr. 244, Sector 6, Bucharest |
|
|---|---|---|
| Telephone/Fax: | 021/434.32.06; Fax: 021/434.07.93 | |
| Company registration: | registered with the Trade Registry Bucharest under no. J40/533/1991, individual registration number 3156315. |
|
| Regulated market on which | ||
| the securities issued are | ||
| traded: | Bucharest Stock Exchange – Standard Category | |
| Symbol: | TBM |
| • Value of the subscribed, paid-up capital: | 36.944.247,50 lei |
|---|---|
| • Number of issued shares: | 369.442.475 shares |
| • Share's nominal value: | $0.1$ lei |
The Extraordinary General Shareholders' Meeting, through the decision no. 1 dated 18.01.2016, published in the Official Journal of Romania, part IV, nr. 504 / 02.02.2016, approved (by public vote, within unanimity) the Turbomecanica S.A. shares buy-back, in order to implement a remuneration system which will ensure the long-term implementation of the performance principle and of an employee loyalty program for a period of at least 3 years.
In accordance with the Board of Directors' Resolution no.103 dated 20.02.2017, as stated in the power delegated to the Board by the Extraordinary General Shareholders' Meeting no.1 dated 18.01.2016, the Board decided to allocate a number of 9.674.212 shares, based on the Extraordinary General Shareholders' Meeting no.1 dated 18.01.2016, which will be allocated free of charge to the employees within Turbomecanica S.A.
The property transfer of the before mentioned shares to the Turbomecanica S.A. employees will tke place after the communication of the present document to the Central Depository, and all other docments requested by the Central Depository in accordance with the law.
The operation entails the Turbomecanica S.A buy-back program, shares which will be allocated free of charge to the employees within Turbomecanica S.A.
According to the Boards' of Directors Resolution no. 103 dated 20.02.2017, a number of 9.674.212 shares will be allocated free of charge to the employees of Turbomecanica S.A.
Through the Boards' of Directors Resolution no. 103 dated 20.02.2017, adopted on the basis of the power delegated to the Board by the Extraordinary General Shareholders' Meeting no.1 dated 18.01.2016, the Board of Directors has decided that the shares will be allocated to employees within Turbomecanica S.A. which fulfil the following requirments:
Have met or exceeded the strategic objectives set for the period 2015-2016;
Have a moral, professional and social conduct in accordance with the Company $\overline{a}$ standards, as implemented by Turbomecanica S.A Internal Regulations;
The person involved with verification/application of the selection criteria is Mr. Radu Viehmann - President & CEO.
The securities offered are nominal, dematerialized shares, which are bought and sold in the standard category of the Bucharest Stock Exchange.
The transfer of the property of the shares to Turbomecanica S.A. executive management and employees will take place after the communication of the present document and of the documents referring to the transfer to the Central Depository, in accordance with the law.
As stated in the Board of Directors' Resolution no. 103 dated 20.02.2017, the Board has decided the allocation of 9.674.212 shares towards the employees of Turbomecanica S.A. free of charge, i.e. at a preferential price of 0 lei / share.
In accordance with art. 15, para. (5) of the Regulation no.1/2006, the drafting and publication of a prospectus is not mandatory for securities offered, allocated or which will soon be allocated to ex members of the executive management or employees or to current employees by the employer or by the parent-company or the subsidiary, with the conditions that the company has a headquarter or is registered in the European Union and the company issued a document with the minimum content previewed in Appendix no. 21.
ISSUER, TURBOMECANICA S.A. President & C.E.O Mr. RADU VIEHMANN
PG SMQ-01 Ed./Amd. 1/0 Formular 5
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.