Share Issue/Capital Change • Jun 26, 2019
Share Issue/Capital Change
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Referring to ESPI Current Report No. 26/2019 of 13 April 2019, theManagement Board of XTPL S.A. (the "Issuer") announces that today (26June 2019), the Issuer's Management Board adopted a resolution onincreasing the Issuer's share capital within the authorized capital,excluding all pre-emptive rights of the existing shareholders, and onamending the Articles of Association of XTPL S.A.At the sametime, in connection with receiving declarations of interest frominvestors for a larger number of shares than initially estimated, theManagement Board decided to change the parameters of the share issuefrom range 55,000 - 65,000 shares (indicated in the current report ESPINo. 26/2019 to 68,000 - 78,000 shares.
Pursuant to the resolution, the Issuer's share capital was increasedfrom PLN 182,622.20 - not yet registered by the registry court - to avalue not lower than PLN 189,422.20 and not higher than PLN 190,422.20,i.e. by an amount not lower than PLN 6,800.00 and not higher than PLN7,800.00, by issuing not fewer than 68,000 and not more than 78,000series S ordinary bearer shares with a nominal value of PLN 0.10each.
The issue price of one series S share will be PLN 130 per share. Withthe consent of the Supervisory Board, the Issuer's Management Board hasdeprived the existing shareholders all pre-emptive rights to series Sshares.
The issue of the series S shares will have the form of a privateplacement (Article 431 § 2(1) of the Commercial Companies Code) and willinvolve an offer made to the investors specified by the Issuer'sManagement Board to subscribe for all the series S shares. The finalvalue of the Issuer's share capital increase in connection with theissue of series S shares will be determined after finalization of thesubscription of the S series shares, which will be communicated by theIssuer in a separate current report.
The text of the Issuer's Management Board resolution is attached to thereport.
Appendix: Text of the Issuer's Management Board resolution.
Detailed legal basis: § 5(9) of the Finance Minister's Ordinance of 29March 2019 on current and financial information (...) and Article 17(1)MAR - inside information.
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