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Kruk S.A. — Capital/Financing Update 2017
Jan 5, 2017
5678_rns_2017-01-05_5daa7f56-c385-4ec3-9a4a-d5edf9e74dec.html
Capital/Financing Update
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Current Report No. 2/2017
Date of the report: January 5th 2017
Subject: Private placement of new Series G shares completed
Legal basis: Art. 56.1.2 of the Public Offering Act - Current andperiodic information
Text of the report:
The Management Board of KRUK S.A. (the "Company") publishes informationon a private placement (as defined in Art. 431.2.1 of the CommercialCompanies Code) of the Company's Series G bearer shares (the "Shares"),which were issued by way of a non-public procedure in connection with ashare capital increase under Resolution No. 4 of the Company'sExtraordinary General Meeting of November 29th 2016 concerning: (i) anincrease of the Company's share capital by no less than PLN 1 and nomore than PLN 1,000,000 to no less than PLN 17,744,217 and no more thanPLN 18,744,216 through an issue of new Series G shares, completedisapplication of the existing shareholders' pre-emptive rights to allnew Series G shares, and private placement of the Shares with and amongno more than 149 investors (the "Private Placement"); (ii)dematerialisation of the allotment certificates to Series G shares andnew Series G shares and seeking admission of the allotment certificatesto Series G shares and new Series G shares to trading on the regulatedmarket operated by the Warsaw Stock Exchange (see Current Report No.113/2016 dated November 29th 2016):
1.Opening and closing dates of the subscription or sale: Thebookbuilding process was carried out on December 15th and 16th 2016 andthe share subscription agreements were executed on December 22nd 2016.
2.Date of allotment of securities: The share subscription agreementswere executed on December 22nd 2016.
3.Number of securities offered for subscription or sale: 1,000,000Shares.
4.Reduction rate in individual tranches if even in one tranche thenumber of allotted securities was lower than the number of securitiessubscribed for: Not applicable.
5.Number of securities for which orders were placed as part of thesubscription or sale: No subscription orders within the meaning of theCommercial Companies Code were placed; 1,000,000 Shares were subscribedfor in a private placement.
6.Number of securities allotted in the subscription or sale: 1,000,000Shares were subscribed for in a private placement.
7.Price at which the securities were acquired (subscribed for):Subscription price of PLN 215 per Share.
8.Number of persons who subscribed for the securities offered forsubscription or sale in the individual tranches: Not applicable - theprivate placement was not divided into tranches.
9.Number of persons that were allotted securities as part of thesubscription or sale in the individual tranches: As part of the privateplacement, the Company signed share subscription agreements with 60persons.
10.Names of underwriters that subscribed for securities underunderwriting agreements and number of securities subscribed for by eachunderwriter, actual price per security (issue price or selling priceless the fee per security acquired by the underwriter under theunderwriting agreement): No underwriting agreements were executed.
11.Value of the subscription or sale, defined as the product of thenumber of securities offered and their issue or selling price: PLN215,000,000.
12.Total costs classified as issue costs, with a specification of atleast the following costs: a) costs of preparing and carrying out theoffering: PLN 3 700 000; b) costs of underwriting fees, separately foreach underwriter: did not occur; c) costs of preparing the issueprospectus, including the cost of advisory services: did not occur; d)costs of marketing of the offering: did not occur.
13.Average cost of the subscription or sale per security: PLN 3.70
Detailed legal basis: Par. 33.1 of the Regulation of the Minister ofFinance of February 19th 2009 on current and periodic information [...]