Share Issue/Capital Change • May 28, 2018
Share Issue/Capital Change
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Registration of a sharecapital increase and amendments to the Articles of Association of theCompanyNotfor release, publication or distribution directly or indirectly, in orinto the United States of America, Australia, Canada or Japan or in anyother jurisdiction where to do so would be restricted or prohibited bylaw.
With reference to currentreports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018, No.33/2018 of 10 May 2018, No. 37 of 16 May 2018, No. 39 of 17 May 2018,No. 40 and No. 41 of 22 May 2018, the Management Board of BenefitSystems S.A. with its registered office in Warsaw(the "Company", the "Issuer") hereby informs thaton 28 May 2018 the Issuer received the court decision dated 25 May 2018issued by the District Court for the Capital City of Warsaw, in Warsaw,12thCommercial Division for the National Court Register,regarding the entry into the register of entrepreneurs kept for theCompany of: (i) the increase in the Company's share capital from PLN2,674,842.00 (two million six hundred seventy-four thousand eighthundred forty-two) to PLN 2,858,842.00 (two million eight hundredfifty-eight thousand eight hundred forty-two), i.e. by PLN 184,000 (onehundred eighty-four thousand), through the issue of 184,000 ordinarybearer Series F shares of the Company with a nominal value of PLN 1.00(one) each (the "Series F Shares") issued on basis of the Resolution No.4/20.04.2018 of the Extraordinary General Meeting of the Company adoptedon 20 April 2018 on the increase in the share capital of the Company byway of issuing ordinary bearer Series F shares, on entirely deprivingthe existing shareholders of their pre-emptive subscription rights withrespect to all Series F shares, on amendments to the Articles ofAssociation of the Company and seeking of admission to trading and theintroduction of the Series F shares and the rights to Series F shares totrading on the regulated market operated by the Warsaw Stock Exchange (GiełdaPapierów Wartościowych w Warszawie S.A.), as well as onthe dematerialization of the Series F shares and the rights to theSeries F shares (the "Resolution on the Issue of Series F Shares"); and(ii) the amendments of the Company's Articles of Association in thisregard (collectively as the "Registration").
Following the Registration,the Company's share capital is equal to PLN 2,858,842.00 (two millioneight hundred fifty-eight thousand eight hundred forty-two) divided into2,858,842 (two million eight hundred fifty-eightthousand eight hundred forty-two) ordinary bearer shares with a nominalvalue of PLN 1.00 (one) each, including: (i) 2,204,842 (two million twohundred four thousand eight hundred forty-two) Series A ordinary bearershares, (ii) 200,000 (two hundred thousand) Series B ordinary bearershares, (iii) 150,000 (one hundred fifty thousand) Series C ordinarybearer shares, (iv) 120,000 (one hundred twenty thousand) Series Dordinary bearer shares, and (v) 184,000 (one hundred eighty-fourthousand) Series F Shares.
Following the Registration,the total number of votes attached to all the issued shares in theCompany is 2,858,842 (two million eight hundred fifty-eight thousandeight hundred forty-two) votes.
Following the Registration,§ 6 Section 1 of the Articles of Association of the Company now reads asfollows:
"1.The Company's share capital is equal to PLN2,858,842.00 (two million eight hundred fifty-eight thousand eighthundred forty-two) divided into 2,858,842,00 (two million eight hundredfifty-eight thousand eight hundred forty-two) ordinary bearer shareswith a nominal value of PLN 1.00 (one) each, of which:
a)2,204,842 (two million two hundred four thousandeight hundred forty-two) ordinary bearer Series A shares numbered fromA0000001 to A2204842;
b)200,000 (two hundred thousand) ordinary bearerSeries B shares numbered from B000001 to B200000;
c)150,000 (one hundred fifty thousand) ordinarybearer Series C shares with a nominal value of PLN 1.00 (one), eachsubscribed in the exercise of rights attached to subscription warrantsissued by the Company pursuant to Resolution No. 6/2010 of theExtraordinary General Meeting of 24 November 2010;
c)120,000 (one hundred twenty thousand) ordinarybearer Series D shares with a nominal value of PLN 1.00 (one), eachsubscribed in the exercise of rights attached to subscription warrantsissued by the Company pursuant to Resolution No. 19/31.05.2012 of theExtraordinary General Meeting of 31 May 2012;
e)184,000 (one hundred eighty-four thousand)ordinary bearer Series F shares with a nominal value of PLN 1.00 (one)each."
The basis of the foregoingamendments to the Articles of Association of the Company is theResolution on the Issue of Series F Shares.
A consolidated text of theArticles of Association of the Company incorporating the aboveamendments will be disclosed to the public in a separate current reportwhen such consolidated text of the Articles of Association is determinedby the Supervisory Board of the Company.
Disclaimer:Thiscurrent report was prepared in accordance with the Regulation of theMinister of Finance of 29 March 2018 on the current and periodic reportsdisclosed by the securities issuers and on equivalence of informationdisclosures required by law of non-EU member states.
Thiscurrent report is solely for information purposes and is published bythe Company exclusively in order to provide essential information on theregistration of the share capital increase and amendments to theArticles of Association of the Company by the court. This current reportis by no means intended, whether directly or indirectly, to promote thesubscription of the new shares and does not represent promotionalmaterial prepared or published by the Company for the purpose ofpromoting the new shares or their subscription or for the purpose ofencouraging an investor, whether directly or indirectly, to acquire orsubscribe for the new shares. The Company has not published anymaterials aimed at promoting the new shares or their subscription orsale of the treasury shares of the Issuer.
Thismaterial 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 amendedand 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.
Thiscurrent report is not, and under no circumstances is to be construed as,a prospectus, an offering memorandum, an advertisement or a publicoffering of the securities described herein in Canada or any province orterritory thereof.Nosecurities commission or similar regulatory authority in Canada hasreviewed or in any way passed upon this current report, the informationcontained herein or the merits of the securities described herein andany representation to the contrary is an offence.Underno circumstances is this current report to be construed as an offer tosell securities or as a solicitation of an offer to buy securities inany jurisdiction of Canada. Any offer or sale of the securitiesdescribed herein in Canada will be made in accordance with applicableCanadian law and under an exemption from the requirements to file aprospectus with the relevant Canadian securities regulators and only bya dealer registered under applicable securities laws or, alternatively,pursuant to an exemption from the dealer registration requirement in therelevant province or territory of Canada in which such offer or sale ismade.
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