Share Issue/Capital Change • Jan 19, 2022
Share Issue/Capital Change
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- Officially appointed mechanism for the central storage of regulated information - Franje Račkog 6 10000 ZAGREB
Ivana Lučića 2a 10000 ZAGREB
Official company website
Company and registered office of the issuer: Span d.d, Koturaška cesta 47, 10000 Zagreb PIN: 19680551758 LEI: 747800L0D5F39CX8NA43 Home Member State: Republic of Croatia ISIN: HRSPANRA0007 Security: SPAN Regulated market: Zagreb Stock Exchange Market segment: Official market
Subject: Notice on Accelerated Book building Process
we hereby inform you, as the aforementioned issuer of the shares which have been admitted to the Official market of the Zagreb Stock Exchange, that on 19 January 2022, before market open, we received a notification from the investment firm INTERCAPITAL Securities Ltd. on initiation of an accelerated book building process.
Since we consider that the accelerated book building process is in the public interest, we hereby submit the received invitation to participate in the process.
Zagreb, 19 January 2022
Span d.d.
Koturaška cesta 47, 10000 Zagreb
https://www.span.eu/en/investors/
Span d.d. for information systems, Koturaška cesta 47, CRO – 10000 Zagreb / Registered with the Commercial Court in Zagreb under registration number (MBS): 080192242 / Company identification number (OIB): 19680551758 / Equity: HRK 19,600,000.00 paid in full / OTP banka d.d., Split, IBAN: HR4324070001100472815 - Zagrebačka banka d.d., Zagreb, IBAN: HR5523600001101571538 - Raiffeisenbank Austria d.d., Zagreb, IBAN: HR3124840081107677905 - Addiko Bank d.d., Zagreb, IBAN: HR1025000091101019138 -Privredna banka Zagreb d.d., Zagreb, IBAN: HR5123400091111016456 / Number of issued shares: 1.960.000, nominal value per share HRK 10.00 / President of the Management Board: Nikola Dujmović / Management Board Members: Damir Bočkal, Marijan Pongrac, Dragan Marković, Antonija Kapović, Saša Kramar / President of the Supervisory Board: Jasmin Kotur
INTERCAPITAL Securities Ltd. announces
Existing shareholders (hereinafter: "SELLERS") of Span d.d., Koturaška cesta 47, 10000 Zagreb (hereinafter: "SPAN") have appointed investment company INTERCAPITAL Securities Ltd., Masarykova 1, 10000 Zagreb (hereinafter: "INTERCAPITAL") as a sole bookrunner and coordinator in the process of sale of SPAN share with a ticker SPAN (hereinafter: "SPAN SHARES").
All prospective buyers are invited to express an irrevocable commitment by submitting their offers to INTERCAPITAL from 19.1.2022, 10:00 CET until 20.1.202, 10:00 CET on the prescribed form (hereinafter: "OFFER FORM"), which forms an integral part of this INVITATION, to e-mail address [email protected].
The SELLERS and INTERCAPITAL reserve the right to exercise an early termination option of the book building process in the case that sufficient demand would be generated prior to the closing time of the auction.
To participate in the auction process, prospective buyers have to be represented by a member of the Zagreb Stock Exchange and should, in their offer, define the number of OFFERED SHARES to be purchased and the purchase price per share (expressed exclusively in HRK) in accordance with the terms specified in this INVITATION. Prospective buyers can submit multiple offers, i.e., offers for different number of shares at different purchase prices. The auction is organized on single price basis.
Following the closing of the auction, INTERCAPITAL will, based on the valid offers received, allocate the OFFERED SHARES based on the following criteria:
The transactions will be executed as block of transactions on the Zagreb Stock Exchange. If it will not be possible to execute a block transaction for certain buyers, such transactions will be executed as OTC transactions.
Nevertheless, both SELLERS and INTERCAPITAL reserve the right to exercise full discretion in accepting or rejecting certain received offers. The SELLERS reserve the right to withdraw from the sale process at any time (even following the completion of the auction process), without giving any reason.
Buyers will be able to participate by submitting offers in a minimum amount of 100,000 EUR (based on middle EUR/HRK exchange rate of the Croatian National Bank) per buyer for each separate offer. In the case that the single auction price would cause prospective buyer to purchase shares in the amount that is lower than 100,000 EUR, and if the offer price requested by the buyer was higher than the final single auction price), INTERCAPITAL will allocate the higher number of shares than was requested by the buyer in order to meet the 100,000 EUR criterion.
Pursuant to Article 409 of the applicable Capital Market Act ("CMA") in conjunction with Article 1 (4) of Regulation (EU) 2017/1129, the obligation to publish a prospectus does not apply to an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer. The bid will be executed without prior publication of the prospectus and any bid that does not meet the condition of the foregoing provision will be considered invalid.
Members of Zagreb Stock Exchange may participate as buyers only if they act in their own name and for their own account and / or for the clients' portfolio accounts or in their own name and for the account of their clients within the provision of activities referred to in Article 5, paragraph 1, items 3 and 4 of the CMA.
The trade date will be the first business day after closing the order book or 20.1.2022. while the settlement date will be 24.1.2022. (T+2 days).
The offer must contain:
All times indicated in this INVITATION are based on Central European Time (CET).
INTERCAPITAL will notify perspective buyers or their perspective brokers on the email address indicated in the OFFER FORM.
The bid will be considered submitted within the deadline if the e-mail is received by INTERCAPITAL within the period specified in this INVITATION. INTERCAPITAL is not responsible for any omissions in the delivery. In the event of dispute over the receipt of the offer, the confirmation of receipt of the offer INTERCAPITAL of e-mail shall be conclusive evidence, as issued to the representative of the perspective buyer in electronic form.
Perspective buyers do not have the right to inspect the bid book. Every perspective buyer can obtain a printout of the bid book on request in relation to his bid.
Transaction details and summary of the order book as well as the list of winning offers will be published by INTERCAPITAL on its website (inter.capital) after the closing the order book.
All interested parties can obtain details regarding the sale process by e-mail address [email protected].
The sale process shall be governed by Croatian law, excluding application of collision rules.
By submitting the offer, the bidder accepts all terms and conditions of this INVITATION.
In Zagreb, 19.1.2022
| 1.1. | Name and surname/Company name | |
|---|---|---|
| 1.2. | Permanent residence/Registered seat | |
| 1.3. | OIB (PIN) (for Croatian residents) or identification number/number of passport for foreign natural persons/number from the Register for foreign legal persons |
| 2.1. | Company name | |
|---|---|---|
| 2.2. | Registered seat | |
| 2.3. | Name and surname of the person signing this Offer form | |
| 2.4. |
| 3.1. | Account number with CDCC | |
|---|---|---|
| 3.2. | Standard settlement instructions (number and name of custody account) |
| 4.1. | Number of shares | |
|---|---|---|
| 4.2. | Price per share (in HRK)(1) | |
(1) Tick size amounts to 2,00 HRK
This Offer refers to INVITATION to submit the offer for purchase of up to 115,000 shares of the issuer Span d.d., which was published on the website of INTERCAPITAL Securities Ltd. Zagreb and Zagreb Stock Exchange on 19.1.2022.
By signing this OFFER FORM, the broker representing the perspective buyer confirms that it has received the purchase order and identified the perspective buyer in accordance with its internal procedures, i.e. it confirms that it acts in its own name and its own account and / or client portfolio account and / or its name and on behalf of its client and that it has fulfilled its obligations under the Anti-Money Laundering and Terrorist Financing Act and that, where applicable, the client it represents meets the conditions set out in this INVITATION.
Date:
_________________________ Stamp and signature
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