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Teraplast SA — Share Issue/Capital Change 2020
Aug 19, 2020
2298_iss_2020-08-19_35af1d94-bcaf-4020-963d-cd18308f4a11.pdf
Share Issue/Capital Change
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CURRENT REPORT In accordance with Law no. 24/2017, and FSA Regulation nr.5/2018
Date of the report: August 19th 2020 Name of the issuing company: TERAPLAST S.A. Registered office: village Saratel, Sieu-Magherus commune, DN 15A, km 45 + 500, county Bistrita-Nasaud Phone number: 0263/238.202 Fax number: 0263/231.221 Trade Register No.: J06/735/1992 VAT number: RO3094980 Subscribed and paid-up share capital: RON 174,320,047.80 Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP
Important events to be reported:
Teraplast SA informs its shareholders that, by letter no. 23839/19.08.2020, the Central Depositary has informed, that on August 19th 2020, it was registered, in the register of shareholders of the company, the share capital increase with RON 40,539,546, by issuing 405,395,460 new shares, with nominal value of 0.10 RON/share.
Following the capital increase, the new share capital of Teraplast SA will be RON 174,320,047.8, divided into 1,743,200,478 shares, with nominal value of RON 0.10 each.
The share capital increase was made into the account of all shareholders (except for the issuer's own shares) registered in the register of shareholders on August 18th 2020, 1 free share was allocated to 3.3 shares held.
The Board of Directors of Teraplast SA releases for the investors the document regarding the offering and the allocation of free shares (prepared according to appendix no. 2 from FSA regulation no. 5/2018).
Minimum content of shareholders information paper on offering or assigning free shares without a cash consideration
1. Responsible persons
1.1. The name and the function of the private person and/or the name and the headquarters address of the legal person responsible for the information included in the presentation document
Teraplast SA, headquartered in village Saratel, Sieu-Magherus, DN 15A, km 45 + 500, county Bistrita-Nasaud, Romania, Zip Code 427301, registered with the Trade Register No. J06/735/1992, Sole registration number at the Trade Register Office No. 309498, bank account RO55 BTRL 0060 1202 A608 75XX opened at Banca Transilvania SA, Bistrita, represented by Mr. Alexandru STÂNEAN Chief Executive Officer.
1.2. Declarations of the responsible persons mentioned at the point 1.1 of which to appear that the information included in the presentation document are, in their knowledge, in conformity with reality.
After verifying the content of this prospect, the company Teraplast SA, represented by Mr. Alexandru STÂNEAN, Chief Executive Officer, accepts the responsibility for the content and certifies that the released information are in conformity with reality and they do not contain omissions or untrue declarations designed to affect significantly the content of the document.
2. General information about the issuer
2.1. Name, headquarter, trade register number, Sole registration number at the Trade Register Office
Name of issuer: Company TERAPLAST S.A.
Headquarters: village Saratel, Sieu-Magherus, DN 15A, km 45 + 500, county Bistrita-Nasaud, Romania, Zip Code 427301.
Company registration: registered with the Trade Register No. J06/735/1992, Sole registration number at the Trade Register Office No. 3094980
2.2. Social capital before the increase:
| • | The value of the subscribed and paid share capital: | RON 133,780,501.8 |
|---|---|---|
| • | The number of shares: | 1,337,805,018 shares |
| • | The nominal value of each share: | RON 0.10 |
3. Information regarding the shares offered for free to the shareholders
3.1. The formalities which decides the increase of the share capital which involves offering for free the issued shares to the existing shareholders.
By the General Meeting of Shareholders decision, dated April 29th 2020, approved the increase of the share capital with RON 40,539,546 by releasing of 405,395,460 new shares, with a reference value of 0.10 RON/share, as well the determination of the price RON 0,28 for the compensation of the fractions of
shares following the application of the algorithm and the rounding of the results to the lower inferior, in accordance with the applicable legal provisions.
The share capital increase will be made by incorporating the reserves in amount of RON 40,539,546, constituted from the issue premium of RON 27,384,726 and other reserves of RON 13,154,820 and by releasing of 405,395,460 new shares with a reference value of 0.10 RON/share. The new released shares will not modify the shareholders percentage and will be distributed for free to all company's shareholders, registered in the Shareholders' Registry, at the registration date established by this Decision, as of August 18th 2020. The capital increase is made in order to support the current activity of the company. Every shareholder registered in the Shareholders' Registry at the registration date shall receive 1 new share for every 3.3 owned shares.
By decision no.30 of July 28th 2020 the Board of Directors of TERAPLAST S.A. approved the date of September 02nd 2020 as the date of payment of the compensation of the fractions of shares following the application of the algorithm and the rounding of the results to the lower inferior.
3.2. The registration date established by GMS/or BD, for the identification of the shareholders which will benefit of the offering or allocation of free shares.
Registration date approved by the Board of Directors for the shareholders identification is August 18th 2020.
3.3. The description of the share capital increase:
The reason for the share capital increase: The amounts obtained from the share capital increase will be used to support the current activity of the company.
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The amount and the source for the capital increase: The share capital increase will be made by incorporating the reserves in amount of RON 40,539,546, constituted from the issue premium of RON 27,384,726 and other reserves of RON 13,154,820.
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The number of issued shares by the capital increase: 405,395,460 new shares will be issued, with a nominal value of 0.10 RON / share.
3.4. Description of the type and the class of the shares which will be offered or allocated. The number of shares allocated for free for each owned share.
The securities offered are registered dematerialized shares, traded on the Standard category at the Bucharest Stock Exchange.
Each shareholder registered at August 18th 2020 will receive a number of 1 new share for each 3.3 held shares.
3.5. The value of the increased share capital
The value of the increased share capital is RON 174,320,047.80
3.6. The agent which helped the issuer at the compiling of the presentation document - Not the case.
3.7. Any other information considered important by the issuer or by the NSC
Under Article 47 (3) (e) of Law 24/2017 on Issuers of Financial Instruments and Market Operations, the obligation to draw up and publish a prospectus does not apply to the admission to trading of the following securities: shares offered, attributed or to be awarded without a cash consideration to existing shareholders, as well as shares issued if the dividends are paid by issuing shares of the same class as the shares for which the dividends are paid, provided that those shares are the same class of shares already admitted to trading on the same regulated market and a document containing at least the information set by the ASF through regulations;
Issuer
Company TERAPLAST S.A.
Chief Executive Officer
Alexandru Stânean
If you need any further information feel free to contact us on Tel. +4 0741 270 439 or e-mail: [email protected] Contact person Alexandra Sica – PR Manager & IRO