Share Issue/Capital Change • May 28, 2021
Share Issue/Capital Change
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EUROHOLD BULGARIA AD, with registered office and address of management: Sofia, 1592, Iskar District, 43, Christopher Columbus Blvd., UIC 175187337, pursuant to Art.89t of the Public Offering of Securities Act (POSA), with regards to a resolution of the General Meeting of Shareholders of EUROHOLD BULGARIA AD, dated 10.04.2021 for the increase of the capital of the company under the terms of a public offering and the approved by the Financial Supervision Commission with Resolution No. 278-E / 29.04.2021 Prospectus for public offering of securities, hereby notifies the investors for the commencement of the public offering of a new issue of shares amounting to 79,010,240 (seventy-nine million ten thousand two hundred and forty) ordinary, registered, dematerialized, freely transferable shares, each with the right to 1 (one) vote at the General Meeting of Shareholders, with the right to dividend and the right to liquidation share, proportionate to the nominal value of the share. The capital of EUROHOLD BULGARIA AD increases from BGN 197,525,600 (one hundred ninety-seven million five hundred twenty-five thousand six hundred) to BGN 276,535,840 (two hundred and seventy-six million five hundred and thirty-five thousand eight hundred and forty). The nominal value of one share is BGN 1. The issue value of each share of the new issue is BGN 2.50 (two and 0.50). The nominal value of one share is BGN 1.00 (one). The issue value of each share from the new issue is BGN 2.50 (two and 0.50)
The most complete and comprehensive information about the offered securities and the Issuer can be obtained from the Prospectus for public offering of the new issue of shares from the capital increase of EUROHOLD BULGARIA AD which will be made available to potential investors and the current shareholders of the company through its publication on the Issuer's website - www.eurohold.bg and on the website of the authorized investment intermediary EURO-FINANCE AD, Sofia - www.eurofinance.bg. Additional information on the prospectus, as well as a free copy of it will be available at the registered address of the Issuer Eurohold Bulgaria AD: Sofia 1592, 43 Christopher Columbus Blvd., Tel .: (+359 2) 9651 563, Fax: (+359 2) 9651 652, contact person: Galya Georgieva, e-mail: g\[email protected], from 9:30 to 17:00, every working day during the period of the public offering and at the registered address of the authorised investment intermediary EURO-FINANCE AD - Sofia, 1592, 43 Christopher Columbus Blvd., 5th floor, Tel.: (+359 2) 980 5657, Fax: (+359 2) 981 1496, е-mail: [email protected], contact person: Pavel Nikolov, from 9:30 to 17:00 every working day during the period of the public offering. In accordance with the regulatory requirements, the prospectus will be published and available on the websites of the Financial Supervision Commission, www.fsc.bg and on the Bulgarian Stock Exchange (BSE) - Sofia AD - www.bsesofia.bg, at the public registers of which all the periodic and other regulated information about the Issuer of the securities - Eurohold Bulgaria AD can be obtained.
In accordance with the Resolution of the General Meeting of Shareholders of EUROHOLD BULGARIA AD, the capital of EUROHOLD BULGARIA AD will be increased only if at least 31,604,096 (thirty-one million six hundred four thousand ninety-six) shares are subscribed and fully paid, representing 40% (forty percent) of the offered shares. The capital will be increased only with the value of the subscribed and fully paid shares, equal to or exceeding the indicated minimum admissible amount of the raised capital, whereby the public offering is considered successfully completed. It is not possible to subscribe for shares above the maximum admissible amount of the capital announced for raising amounting to 79,010,240 (seventy-nine million ten thousand two hundred and forty) shares.
Pursuant to Art. 112b, para. 2 of the Public Offering of Securities Act, the persons who have acquired shares no later than 5 (five) working days after the date of publication of this announcement under Art. 89t, para. 1 of the Public Offering of Securities Act shall be entitled to participate in the share capital increase. Upon publication of this announcement under Art. 89t, para. 1 of POSA BSE-Sofia AD, immediately announces the last date for concluding transactions with shares of Eurohold Bulgaria AD, as a result of which the acquirer of the shares will have the right to participate in the capital increase of the company. Within two working days of the expiration of the specified term of 5 working days after the date of publication of this announcement under Art. 89t, para. 1, the Central Depository AD opens accounts for rights of these persons on the basis of data entered in the book of shareholders. Against each share from the existing issue of 197,525,600 (one hundred ninety-seven million five hundred twenty-five thousand six hundred) shares from the capital of Eurohold Bulgaria AD is issued one right within the meaning of § 1, item 3 of the Additional Provisions of the Public Offering of Securities Act. Against every 5 (five) rights, their holder may subscribe for 2 (two) new shares from the issue of the capital increase at an issue value of BGN 2.50 (two and 0.50) each.
This Announcement pursuant to Art. 89t, para. 1 of POSA for announcing the commencement of the public offering of shares from the capital increase of EUROHOLD BULGARIA AD is published on the website of Eurohold Bulgaria AD (www.eurohold.bg) and of the investment intermediary EURO-FINANCE AD (www.eurofinance.bg), at least 7 days before the initial subscription term. The later of the two dates - the date of publication of this announcement for public offering under Art. 89t, para. 1 of the Public Offering of Securities Act on the website of the Issuer and on the website of the investment intermediary, shall be considered as the commencement of the public offering.
All persons who wish to subscribe for shares from the new issue of shares of Eurohold Bulgaria AD shall first acquire rights. The current shareholders acquire the rights free of charge under the procedure described hereto. All other investors may purchase rights through a trade performed at the organized by the Bulgarian Stock Exchange - Sofia AD "Rights Market" within the term for free trading of the rights or through purchase under the conditions of an open auction for the unexercised rights under Art. 112b, para.7 of POSA, according to the procedure described in detail in the prospectus.
The initial term (starting date) for the transfer of rights is the first working day following the expiration of 7 (seven) working days from the date of the publication of this announcement of the public offering pursuant to Art. 89t, para. 1 of the Public Offering of Securities Act. In case the date of publication of the announcement on the website of the Issuer Eurohold Bulgaria AD /www.eurohold.bg/ and the investment intermediary EURO-FINANCE AD /www.eurofinance.bg/ is different, the later of the two dates shall be considered as the commencement of the public offering.
The deadline for the transfer of rights is the first working day following the expiration of 5 (five) working days from the starting date for the transfer of rights. The transfer of the rights through salepurchase is carried out on a regulated market - Main Market of BSE AD, Subscription Rights Segment. The persons shall submit a sell order to the respective investment intermediary, with which their accounts for rights have been opened, respectively through a purchase order to an investment intermediary - member of the stock exchange. The provisions of the Rules of procedure of the Central Depository AD shall apply to the acquisition of rights through alternative ways. In relation to the settlement period of the transactions concluded on BSE AD - T+2, the last date for trading in rights on the stock exchange is 2 working days before the deadline for transfer of the rights.
The rights can be offered for sale by all persons who own them, regardless of the way in which they acquired them - as shareholders in the Company, or subsequently through a transaction for the purchase of rights on the market during the term for trading in rights.
Shareholders who do not wish to participate in the capital increase, as well as all other rights holders, have the right to sell their rights under the said procedure until the end of the trading session on the last day for trading in rights, respectively to dispose of them by other means until the last day for transfer the rights.
On the second working day after the expiration of the term for transfer of the rights, Eurohold Bulgaria AD, through the investment intermediary EURO-FINANCE AD, will offer for sale under the conditions of an open auction on BSE AD those rights against which no shares of the new issue have been subscribed until the expiration of the term for the transfer of rights.
The amounts received from the sale of rights are transferred to a special account opened by the Central Depository AD and cannot be used until the registration of the capital increase in the Commercial Register and the register of the NPLE. Central Depository AD distributes the amounts received from the sale of the unexercised rights, reduced by the costs of sale, in proportion amongst their holders.
The commencement of the period for subscription of shares /starting date for share subscription/ coincides with the commencement of the period for transfer of rights /starting date for transfer of rights/. The deadline for subscription of new shares is the first working day following the expiration of 5 (five) working days, commencing on the day on which the term for transfer of the rights expires. It is not allowed to subscribe for shares before the specified initial term and after the deadline for subscription of shares.
The subscription of shares from the new issue will be carried out under the following conditions and in the following manner: Persons, holding shares with rights and any other holders of rights that have acquired the latter within the period for their transfer, may subscribe the corresponding number of shares against them until the expiration of the deadline for the transfer of rights, otherwise their unexercised rights will be sold ex officio at an open auction. Persons that have acquired rights at the sale on an open auction may subscribe the corresponding number of shares by the deadline for subscription of shares. The Company provides opportunity for subscription of shares by remote means through the Central Depository AD and its members. At the beginning of each working day during the subscription, Central Depository AD publicly discloses information about the rights exercised till the end of the previous working day.
Subscription of shares shall be valid only if made by the holder of rights to the maximum possible number of shares, within the terms and under the conditions set out in this Announcement and the issue value of the shares is deposited to the below provided special fundraising account. Pursuant to Art. 112, para 7 of Public Offering of Securities Act, the issue price of the new shares must be fully paid. In case of partial payment of the issue price the number of shares for which it is paid in full shall be considered subscribed.
The payment is considered made from the moment of crediting the special fundraising account in EUROBANK BULGARIA AD (Postbank), BIC: BPBIBGSF, IBAN: BG89BPBI81705011389201, opened in the name of EUROHOLD BULGARIA AD according to art. 89m, para. 1 of POSA, with an amount representing their issue value of the shares.
The special fundraising account must be credited with contributions for the subscribed shares at the latest by the end of the last day of the subscription. A document certifying the payment is the payment document (payment order or deposit slip) obtained from the servicing bank upon depositing, respectively transferring the amounts at the fundraising account of EUROHOLD BULGARIA AD. The payment order or the deposit slip must state the full name/name of the persons subscribing the shares, its PIN/UIC/BULSTAT (for Bulgarian persons), the number of subscribed shares, and the total sum due and paid. The funds raised at the special account may not be used prior to closure of the subscription and the registration of the capital increase with the Commercial Register at the Registry Agency.
The public offering ends on the last working day of the period for subscription of the new shares.
_____________________ ASEN MINCHEV MINCHEV Digitally signed by ASEN MINCHEV MINCHEV DN: [email protected], o=Evrohold Bulgaria AD, 2.5.4.97=NTRBG-175187337, sn=MINCHEV, givenName=ASEN, serialNumber=PNOBG-7002282884, cn=ASEN MINCHEV MINCHEV, c=BG Date: 2021.05.28 08:23:44 +03'00'
Asen Minchev Executive Director
_____________________ MILENA MILTCHOVA GUENTCHEVA Digitally signed by MILENA MILTCHOVA GUENTCHEVA DN: [email protected], o=Evrohold Bulgaria AD, 2.5.4.97=NTRBG-175187337, sn=GUENTCHEVA, givenName=MILENA, serialNumber=PNOBG-6810136294, cn=MILENA MILTCHOVA GUENTCHEVA, c=BG Date: 2021.05.28 08:27:30 +03'00'
Milena Guentcheva Procurator
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