The Management Board of Aforti Holding S.A. based in Warsaw (hereinafter: „the Company”, „the Issuer”) hereby discloses to the public information regarding the coming into effect of the private issue of series I ordinary bearer shares, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Issuer regarding the exclusion of pre-emptive rights and the share capital increase of October 22, 2019.
1) Dates of start and end of subscription or sale
Subscription start date: October 23, 2019
Subscription end date: December 4, 2019
The issue was a private subscription and took place under the provisions of art. 431 § 1, § 2 point 1), § 3a, § 6 and § 7 in connection with from art. 432 in connection from art. 433 § 1 and 2 in connection from art. 430 § 1 and 5 and in relation to from art. 310 § 2 of the Code of Commercial Companies. Share subscription agreements were concluded from 29.10.2019 to 29.11.2019.
2) Date of allocation of financial instruments
Series I shares were taken up by private subscription, therefore no subscriptions were accepted or shares were not allocated within the meaning of Art. 434 of the Commercial Companies Code.
The issue of Series I Shares took place on December 4, 2019.
3) Number of financial instruments included in the subscription or sale
The private subscription covered up to 2,000,000 (two million) I series shares with a nominal value of PLN 1.00 (one zloty) each.
4) Reduction rate in individual tranches, if at least in one tranche the number of financial instruments allocated was smaller than the number of financial instruments for which subscriptions were placed
The take-up of series I shares took place by private subscription, therefore no reduction occurred.
5) Number of financial instruments that were allocated as part of the subscription or sale
As part of the private subscription, 1,240,599 (one million, two hundred and forty thousand, five hundred and ninety-nine) series I ordinary bearer shares were acquired.
6) Price at which financial instruments were acquired (included)
Series I shares were acquired at an issue price of PLN 45,00 (forty-five) per share.
6a) Information on how to pay for the subscribed (purchased) securities, with details of:
1.240.599 series I shares (one million, two hundred and forty thousand, five hundred and ninety-nine) were paid up in cash. The method of settling the price payment is presented by the Company in the following comparison:
49.574 series I shares were settled by contractual deduction of receivables from the transaction of purchase of shares in Aforti Finance S.A. with a total value equal to the price for taking up shares.
Series I shares totaling 1.133.971 were settled by contractual deduction of receivables from the purchase of debt instruments issued by companies of the Issuer’s Group with a total value equal to the price for taking up shares.
26.700 series I shares were settled by contractual deduction of receivables from settlement of mutual obligations in the Issuer’s Group with a total value equal to the price for taking up shares.
30.354 I series shares were settled for cash contributions with a total value equal to the price for taking up shares.
A total of 1.240.599 (one million, two hundred and forty thousand, five hundred and ninety-nine) series I shares were acquired for PLN 55.826.960,00.
7) Number of persons who subscribed for financial instruments covered by the subscription or sale in individual tranches;
Offers to take up series I shares were addressed to 63 persons and to five legal entities belonging to the Issuer’s Group.
8) Number of persons to whom financial instruments were allocated under the subscription or sale in individual tranches
Due to the fact that the issue of series I shares was carried out by private subscription, no shares were allocated within the meaning of the Commercial Companies Code. As part of the subscription of series I shares, forty-five contracts for the subscription of series I shares with natural persons and five contracts for the subscription of series I shares with legal entities belonging to the Issuer’s Group were concluded.
9) Names of (underwriting) underwriters who have acquired financial instruments as part of the performance of underwriting contracts, specifying the number of financial instruments they have acquired, along with the actual price of the financial instrument unit (issue or sale price, after deducting remuneration for taking up a financial instrument unit, in the performance of a underwriting agreement acquired by the underwriter)
Series I shares were not subscribed for by underwriters. No underwriting agreement has been concluded.
10) Total specification of the amount of costs that have been included in the cost of issue, with an indication of the amount of costs according to their title, broken down at least into costs:
a) preparing and conducting the offer – 0,00 PLN
b) remuneration of underwriters, separately for each of them – PLN 0,00
c) preparation of a public information document or information document, including consultancy costs – 0,00 PLN
d) offer promotion – 0,00 PLN
e) other costs – PLN 0,00
– together with the methods of settling these costs in the accounting books and the manner of their recognition in the issuer’s financial statements.
Not applicable.
Legal basis:
Article 4, Paragraph 1 of the Exhibit 3 “Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules