Share Issue/Capital Change • May 11, 2018
Share Issue/Capital Change
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Determination of the issueprice of ordinary bearer series F shares in the Company and the saleprice of the treasury shares of the Company; entering into the pricingsupplement to the Placement Agreement
Not for release,publication or distribution directly or indirectly, in or into theUnited States of America, Australia, Canada or Japan or in any otherjurisdiction where to do so would be restricted or prohibited by law.
Further to current reportsNo. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April2018 and No. 28/2018 of 20 April 2018 and No. 31/2018 of 8 May 2018, theManagement Board of Benefit Systems S.A. with its registered office inWarsaw (the “Company”, the “Issuer”) hereby informs that acting pursuantto § 3 Section 1 letter a) of the resolution of the ExtraordinaryGeneral Meeting of 20 April 2018, on the increase in the share capitalof Benefit Systems Spółka Akcyjna by way of issuing ordinary bearerSeries F Shares (the “Series F Shares”), on entirely depriving theexisting shareholders of their pre-emptive subscription rights withrespect to all Series F Shares, on amendments to the Articles ofAssociation of the Company and the seeking of admission to trading andthe introduction of the Series F Shares and the rights to Series FShares to trading on the regulated market operated by the Warsaw StockExchange (Giełda Papierów Wartościowych w Warszawie S.A.),as well as on the dematerialization of the Series F Shares and therights to the Series F Shares (the “Resolution on the Issue of Series FShares”), taking into account the results of the book-building process,with an objective to maximize the proceeds of the issuance of the SeriesF Shares and having regard to the fact that the set issue price of theSeries F Shares shall not be lower than the trading volume weightedarithmetic mean of the average daily prices of the Company’s shares inthe period of 1 through 28 February 2018 less 10%, the issue price ofthe Series F Shares was set at PLN 1,035 (one thousand thirty five) perone Series F Share.
The Management Board of theCompany also informs that acting pursuant to § 3 Section 1 letter d) ofthe Resolution on the Issue of Series F Shares, in connection with thecompletion of the book-building process for the Series F Shares, it hasset the total number of the Series F Shares that will be offered to theparticipants in the book-building process who declared interest insubscribing for the Series F Shares, subject to the provisions of theResolution on the Issue of the Series F Shares, at 184,000 (one hundredeighty four thousand).
The Management Board intendsto enter into the subscription agreements for the Series F Shares nolater than by 16 May 2018.
Furthermore, the ManagementBoard, acting pursuant to § 2 Section 1 letter a) of the resolution ofthe Extraordinary General Meeting of 20 April 2018 on the authorizationgranted to the Management Board of the Company to sell (further resell)the Company’s treasury shares (the “Treasury Shares”) (the “TreasuryShares Resale Resolution”), taking into account the results of thebook-building process, with an objective to maximize the proceeds of theissuance of the sale of the Treasury Shares and having regard to thefact that the set sale price of the Treasury Shares shall not be lowerthan the trading volume weighted arithmetic mean of the average dailyprices of the Company’s shares in the period of 1 through 28 February2018 less 10%, has set the sale price of the Treasury Shares at PLN1,035 (one thousand thirty five) per one Treasury Share.
In connection with thecompletion of the book-building process for the Treasury Shares, theManagement Board of the Issuer, acting pursuant to § 2 Section 1 letterd) of the Treasury Shares Resale Resolution, set the total number ofTreasury Shares to be offered to the participants of the book-buildingprocess who declared interest in acquiring the Treasury Shares, subjectto the provisions of the Treasury Shares Resale Resolution, at 100,000(one hundred thousand).
The Management Board intendsto conduct the sale of the Treasury Shares on 15 May 2018 by way ofblock-trades on the regulated market of the Warsaw Stock Exchange, whichwill be settled no later than on 17 May 2018.
Disclaimer: Thiscurrent report was prepared in accordance with Article 17 Section 1 ofRegulation No. 596/2014 of the European Parliament and of the Council of16 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. Thiscurrent report is solely for information purposes and is published bythe Company exclusively in order to provide essential information on:(i) setting the issue price of the ordinary bearer series F shares ofthe Company and the sale price of the treasury shares of the Company,(ii) setting the number of series F shares and treasury shares to beoffered by the Company for, subscription or purchase, as the case maybe, and (iii) the Company entering into the Pricing Supplement to thePlacement Agreement. This current report is by no means intended,whether directly or indirectly, to promote the subscription of the newshares or the sale of the treasury shares of the Issuer, and does notrepresent promotional material prepared or published by the Company forthe purpose of promoting the new shares or their subscription or thetreasury shares or their resale or for the purpose of encouraging aninvestor, whether directly or indirectly, to acquire the treasury sharesor subscribe 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.
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