Share Issue/Capital Change • Jul 8, 2021
Share Issue/Capital Change
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Determination of the sale price of the treasury shares of the Company;entering into the pricing supplement to the Placement Agreement
Not for release, publication or distribution directly or indirectly, inor into the United States of America, Australia, Canada or Japan or inany other jurisdiction where to do so would be restricted or prohibitedby law.
Further to current report No. 26/2021 of 6 July 2021, the ManagementBoard of Benefit Systems S.A. with its registered office in Warsaw (the“Company”, the “Issuer”) hereby informs that taking into account theresults of the book-building process for note more than 118,053Company’s treasury shares (the “Treasury Shares”), has set: (i) the saleprice of the Treasury Shares at PLN 800 (eight hundred Polish zloty) perone Treasury Share, and (ii) the total number of the Treasury Shares tobe offered to the participants of the book-building process who declaredinterest in acquiring the Treasury Shares, at 118,053 (one hundred andeighteen thousand fifty three) Treasury Shares.
The Management Board intends to conduct the sale of the Treasury Shareson 8 July 2021 by way of block-trades on the regulated market of theWarsaw Stock Exchange, which shall be settled not later than on 12 July2021.
The Management Board of the Issuer also informs that on 7 July 2021, theCompany entered in to the Pricing Supplement to the Placement Agreementof 6 July 2021, executed by the Company, Wood & Company FinancialServices, a.s. Spółka Akcyjna, Oddział w Polsce and Trigon Dom MaklerskiS.A. (the “Pricing Supplement”). Under the Pricing Supplement, theParties defined the sale price of the Treasury Shares, the number of theTreasury Shares offered, as provided by this current report, as well asan initial allocation list of the Treasury Shares to selected investors.
Disclaimer:
This current report was prepared in accordance with Article 17 Section 1of Regulation No 596/2014 of the European Parliament and of the Councilof 16 April 2014 on market abuse (market abuse regulation) and repealingDirective 2003/6/EC of the European Parliament and of the Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This current report is solely for information purposes and is publishedby the Company exclusively in order to provide essential information on:(i) setting the sale price of the treasury shares of the Company, (ii)setting the number of treasury shares to be offered by the Company forpurchase, and (iii) the Company entering into the Pricing Supplement tothe Placement Agreement. This current report is by no means intended,whether directly or indirectly, to promote the sale of the treasuryshares of the Issuer and does not represent promotional material oradvertisement prepared or published by the Company for the purpose ofadvertising the sale of the treasury shares of the Issuer for thepurpose of encouraging an investor, whether directly or indirectly, toacquire the treasury shares. The Company has not published any materialsaimed at promoting or advertising the sale of the treasury shares of theIssuer.
This material is not intended for distribution, whether directly orindirectly, within the territory of or in the United States of Americaor other jurisdictions where such distribution, publication or use maybe subject to restrictions or may be prohibited by law. The securitiesreferred to in this material have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended and may only beoffered or sold within the United States under an exemption from, or ina transaction not subject to, the registration requirements of theSecurities Act.
This current report contains (or may contain) certain forward-lookingstatements relating to the Company's current expectations andprojections of future events. These statements, which sometimes usewords such as "intend", "anticipate", "believe", "aim", "plan","estimate", "expect" and words of similar meaning, reflect the beliefsand expectations of the Company's management and involve a number ofrisks, uncertainties and assumptions that may occur in the future, arebeyond the Company's control and may cause actual results andachievements to differ materially from any expected results orachievements expressed or implied by the forward-looking statements.Statements in this current report regarding past trends or activitiesshould not be taken as a representation that such trends or activitieswill continue in the future. The information contained in this currentreport is subject to change without notice and, except as required byapplicable law, the Company assumes no responsibility or obligation topublicly update or revise any forward-looking statements containedherein, nor does it intend to do so. You should not place undue relianceon forward-looking statements that reflect only beliefs as of the dateof this current report. Nothing in this current report constitutes or isintended to constitute a forecast or estimate of earnings or to suggestthat the Company's earnings in the current or future financial year willmeet or exceed the Company's historical or published earnings. Due tothese risks, uncertainties and assumptions, the recipient should notplace undue reliance on forward-looking statements as a forecast ofactual results or otherwise.
This current report is not, and under no circumstances is to beconstrued as, a prospectus, an offering memorandum, an advertisement ora public offering of the securities described herein in Canada or anyprovince or territory thereof. No securities commission or similarregulatory authority in Canada has reviewed or in any way passed uponthis current report, the information contained herein or the merits ofthe securities described herein and any representation to the contraryis an offence. Under no circumstances is this current report to beconstrued as an offer to sell securities or as a solicitation of anoffer to buy securities in any jurisdiction of Canada.
This current report does not identify or suggest, and is not intended toidentify or suggest, risks (direct or indirect) that may be associatedwith an investment in the Treasury Shares. Any investment decision topurchase Treasury Shares pursuant to the offer, subscription or sale ofsuch shares must be made solely on the basis of publicly availableinformation which has not been independently verified by the Managers.
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