Transaction in Own Shares • Sep 27, 2019
Transaction in Own Shares
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Purchase of own shares by Benefit Systems S.A.
The Management Board of Benefit Systems S.A. with its registered seat inWarsaw (hereinafter, the "Company") on the basis of the Policy GoverningDistribution of Profit Among the Shareholders which is applicable to theCompany in years 2016-2019 (as announced in current report No. 3/2016 of10 February 2016) and with reference to current report No. 34/2019 of 11September 2019 on the offer of purchase of shares (hereinafter, the"Offer") hereby announces that they have performed a purchase of theCompany's own shares.
As a consequence of the settlement - on 27 September 2019 - of thetransaction of purchase of own shares, the Company acquired in total 63242 (say: sixty-three thousand two hundred and forty-two) own shares,each with the nominal value of PLN 1.00 (say: one and 00/100 zloty) pershare (hereinafter, the "Acquired Shares"). As of the date of thisreport, the said shares account in total for 2.21% of the share capitalof the Company, and in aggregate correspond to 63 242 votes at theGeneral Meeting of the Company, i.e. 2.21% of total votes. The purchaseprice amounted to PLN 900.00 (say: nine hundred 00/100 zlotys) perAcquired Share and totaled PLN 56 917 800.00 (say: fifty six millionnine hundred and seventeen thousand eight hundred 00/100 zlotys) for allthe Acquired Shares.
The transaction was effected outside the regulated market through themediation of Powszechna Kasa Oszczędności Bank Polski Spółka AkcyjnaOddział - Biuro Maklerskie w Warszawie (Branch - the Brokerage House inWarsaw), as a consequence of the settlement of the Offer. Theshareholders notified the total of 2 701 610 (say: two million sevenhundred and one thousand six hundred ten) shares for sale as part of theOffer. Due to the fact that the total number of shares notified by theshareholders for sale as part of the Offer (i.e. 2 701 610 shares)exceeded the total number of shares that the Company intended topurchase as part of the Offer (i.e. 63 242 shares), the total number ofthe shares acquired from individual shareholders was calculated usingthe principle of reduction, which was described in detail in Point 9 ofthe Offer. The average rate of reduction was approx. 97.66%.
Prior to settlement of the Offer, the Company held 54 811 of its ownshares. After the Offer has been settled, the Company now holds 118 053of its own shares, each with the nominal value of PLN 1.00 (say: one and00/100 zloty) per share, which (at the date of this report) in totalaccount for 4.13% of the share capital of the Company and in totalcorrespond to 118 053 votes at the General Meeting of the Company, i.e.4.13% of total votes.
Acting in compliance with law, the Company shall not exercise theshareholder's rights derived from the own shares held thereby.
Legal basis:
Article 56 Sec. 1 Item 2 of Act of 29 July 2005 on Public Offering,Conditions Governing the Introduction of Financial Instruments toOrganized Trading and Public Companies (consolidated text in Journal ofLaws [Dz. U.] of 2016, Item 1639) and §5 Sec. 1 Item 6 in conjunctionwith §12 of the Regulation of the Minister of Finance of 19 February2009 concerning Current and Periodic Information Provided by Issuers ofSecurities and the Conditions for Recognising Information Required bythe Laws of a Non-member State as Equivalent (consolidated text inJournal of Laws [Dz. U.] of 2014 Item 133) and Article 5 Sec. 3 of theMAR Regulation.
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