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Medicalgorithmics S.A. — Capital/Financing Update 2022
Nov 16, 2022
5705_rns_2022-11-16_f3364890-85f2-47ad-b2b0-f81184611b42.html
Capital/Financing Update
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The Management Board ofMedicalgorithmics S.A. (the _quot;Company_quot;) hereby announces to the publicinformation summarizing the private offering ofseriesI bearer shares, series J registered shares, series K registered sharesand series L registered shares (collectively, _quot;Shares_quot;)issued by the Company pursuant to Resolution No. 4/10/2022of the Extraordinary General Meeting of the Company of October 28, 2022._#160;(_quot;Resolution_quot;):
1. Dates of commencementand end of subscription for Shares:The Share Subscription Agreement was concluded on November 8, 2022.
2. Date of allotment ofthe Shares:The Shares were subscribed for by way of private subscription pursuantto Article 431 § 2 point 1 of the Commercial Companies Code by offeringthe Shares exclusively_#160;toBiofund Capital Management LLC with its registered office in Miami (USA)(_quot;Biofund_quot;)_#160;in_#160;accordance with the provisions of the Resolution.In connection with the above, no subscriptions or allocations for theShares were made within the meaning of Article 434 of the CommercialCompanies Code._#160;The ShareSubscription Agreement was concluded on 08 November 2022.
3. Number of Sharescovered by the subscription:The private placement included 995,276 series I bearer shares, 1,194,331series J registered shares, 1,433,197 series K registered shares and1,353,580 series L registered shares.
4. Reduction rates inindividual tranches, if at least in one tranche the number of sharesallocated_#160;wasless than the number of shares for which subscriptions were submitted:Due to the type of offer (private offer made in the private subscriptionmode),_#160;thereductiondid not occur.
5. Number of Sharessubscribed for and Shares that were allocated as part of thesubscription:TheShares were subscribed for as a result of a private subscription,therefore no subscriptions or allocations for the Shares were made. Aspart of the private subscription, pursuant to the Share subscriptionagreement of November 8, 2022, Biofund acquired 995,276 series I bearershares, 1,194,331 series J registered shares, 1,433,197 series Kregistered shares and 1,353,580 series L registered shares.
6.Price at what the Shares were purchased and the method of payment forthe subscribed Shares:
Issue price of the Sharesamounted to PLN 44.27 per Share.
The shares were paid:
- partially with a cashcontribution in the total amount of PLN 13,807,810.28;
- partly by a contributionin kind in the form of 1,500 shares in the share capital of KardiolyticsInc with its registered office in Oklahoma (USA) (_quot;Kardiolytics_quot;), thefair value of which was determined according to the valuation preparedby BakerTilly TPA sp. z. o.o._#160;is$44,890,589._#160;The valuation ofthe in-kind contribution is attached to this current report.
7. Number of persons whosubscribed for the Shares and number of persons to whom the Shareswere allocated:All Shares were subscribed for by one entity -Biofund Capital Management LLC with its registered office in Miami (USA).
8. Names of theunderwriters who subscribedforthe Shares as part of the performance of the underwriting agreements,specifying the number of Sharesthey subscribed for, togetherwith the actual price of one Share (issue or sale price, after deductionof the remuneration for taking up the unit of the financial instrument,in the performance of the underwriting agreement, acquired by theunderwriter):The Shares were not subscribed for by the underwriter.
9. Value of subscriptionor sale:Thevalue of the offer of Shares (understood as the product of the number ofShares covered by the offer and their issue price) amounted to220,304,519.68 PLN.
10._#160;Theamount of total costs that have been included in the costs of issuingshares:440,563.00PLN,including the costs of:
a) preparation and conductof the offering -440,563.00PLN;
b) the remuneration of theunderwriters, separately for each of them - not applicable;
c) drawing up a publicinformation document or an information document, taking into account thecosts of consultancy - not applicable;
d) promotion of the offer -not applicable.
In accordance with theprovisions of IAS 1 and IAS 32, the settlement of the_#160;costsof issuingShares in the accounting books will be carriedout by reducing the excess of the issue price of issued Actions overtheir nominal value.
11.Mediumcost of subscription or sale per share:0,09PLN.
The Management Board of theCompany indicates that in accordance with the Resolution, the Shares -after registering the increase in the Company's share capital throughthe issue of Shares in the Register of Entrepreneurs of the NationalCourt Register and after meeting the conditions for their admission totrading - will be the subject of an application by the Company for theiradmission to trading on the regulated market operated by the WarsawStock Exchange S.A.
Detailed legal basis forthe current report:§ 16 of the Regulation of the Minister of Finance of 29 March 2018 oncurrent and periodic information published by issuers of securities andthe conditions for recognising as equivalent information required by thelaws of a non-member state.