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CR EBI 17/2020 – Correction of a writing mistake in the current EBI report 64/2019
Management Board of Aforti Holding S.A. (“Company”) informs about identifying and correcting a clerical mistake in the current report EBI 64/2019 of 10 December 2019.
The Company declares that the sentence contained in this report:
In point 1) of the Report – “Subscription end date” was published: 06 December 2019″.
and the correct wording should be as follows:
” Subscription end date” was published 06 December 2019″.
In point 2) of the Report – ” The issue of Series I Shares took place on: 06 December 2019″.
and the correct wording should be as follows:
“The issue of Series I Shares took place on 06 December 2019”.
In Section 6a) of the Report – “49 Series I Shares in the number of 49. 574 have been settled by contractual set-off of receivables arising from the acquisition of shares in Aforti Finance S.A. of total value equal to the price for the acquisition of shares”.
and the correct wording should be as follows:
“48 Series I shares in the number of 48. 462 were settled by way of a contractual set-off of receivables resulting from the transaction of acquisition of shares in Aforti Finance S.A. of total value equal to the price for acquisition of shares.
In Section 6a) of the Report – “30,354 Series I Shares in the number of 30,354 have been settled for cash contributions of a total value equal to the price for acquisition of the shares”.
and the correct wording should be as follows:
“31,466 I series shares in the number of 31,466 have been settled for cash contributions of a total value equal to the price for taking up shares”.
In point 6a) of the Report – “A total of 1,240,599 (one million two hundred and forty thousand five hundred and ninety-nine) series I shares were acquired for the price of PLN 55,826,960.00”.
and the correct wording should be as follows:
“A total of 1,240,599 (one million two hundred and forty thousand five hundred and ninety-nine) series I shares were acquired for the price of PLN 55,826,955.00”.
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 6, 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 6, 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:
- 462 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.
31.466 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 55.826.955,00.
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
CR ESPI 20/2020 – The estimated operating and sales data for the Aforti Group – April 2020
The board of Aforti Holding S.A. (“the Company”, “the Issuer”) with its registered seat in Warsaw, hereby announces to the public the estimated operating and sales data of the Aforti Group for April 2020.
1) Loans for entrepreneurs
In April 2020, Aforti Finance did not grant any loans in Poland or Romania, which is a decrease of 100% for the same month in 2019. The value of submitted applications amounted to PLN 6,945,240.20, a result lower by 67.89% compared to the same period of the previous year.
Cumulatively, at the end of April 2020, the total value of loans granted to entrepreneurs in the country and abroad amounted to PLN 2 219 968.85, that is 100 percent less than last year. At the same time, the total value of loan applications also decreased by 67% up to level PLN 28 909 907.05
2) Currency exchange on online platforms
The total value of turnover on the currency exchange platform in Poland and Romania in April 2020 was PLN 94,329,519.24 and was lower by 58.47% compared to the same period of the previous year.
After four months of current year, the total value of turnover on the domestic and abroad currency exchange platform reached PLN 402 809 377.18, which means a reduction of 50,74%. YoY.
3) Collection orders
The nominal value of recovery orders in April 2020 was PLN 68 171 856.59. This represents an increase of 88.06% year-on-year. The number of recovery orders amounted to 14,588 and was 63.74% higher than in April 2019.
In increasing terms, after four months of 2020, the nominal value of debt recovery orders reached PLN 189 320 459.29, which means an increase by 33,81 percent. At the same time, there was an increase of 68,68 percent on number of orders up to 44 849.
4) Financed claims
In April 2020, the value of receivables financed by Aforti Factor 3,444,389.01 and was 101.34% higher than a year ago.
Cumulatively, after three months of this year, Aforti Factor financed PLN 11 768 512.15 of a total receivables, recording a reduction of 2,14 percent in relation to the previous year.
The table containing reported estimated data for April 2020 together with comparative data is included in the attachment to this current report.
The amounts have been converted to PLN based on the average NBP exchange rate on 30/04/2020.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
CR ESPI 18/2020 – Notification of the signing of a letter of intent to reverse the acquisition of a company listed on the London Stock Exchange
The Management Board of Aforti Holding S.A. with its registered office in Warsaw hereinafter: “Company”, “Issuer” informs that today, i.e. 22 April 2020 The Company signed a letter of intent with the Company listed on the main market of the London Stock Exchange (“LSE Company”), on the basis of which the Companies decided to make all efforts to take up by Aforti Holding S.A. shares of LSE Company in exchange for shares of Aforti Exchange S.A. By acquiring the relevant shares, Aforti Holding S.A. would become the majority shareholder in the UK Company and at the same time indirectly become the majority shareholder in Aforti Exchange S.A. The transaction called reverse takeover (“RTO”) is aimed at implementing the strategy announced in current report 11/2018 dated April 4, 2018 consisting in listing Aforti Exchange on one of the foreign stock exchanges. The parties assume that after signing the letter of intent they will immediately start work related to convening a General Meeting of Shareholders of the LSE Company to issue shares addressed to the Issuer and to work related to the legal and transactional aspects of the undertaking. It is also the Issuer’s intention to conduct the process of raising capital through the LSE Company during the RTO process.
Detailed rules and manner of execution of particular joint actions referred to above will be determined in separate agreements concluded. This letter of intent does not give rise to any financial obligations for any of the Parties.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
CR ESPI 17/2020 – Positive recommendation of the Supervisory Board regarding the purchase of the Company’s own shares
The Management Board of Aforti Holding S.A. with its registered office in Warsaw (next: “Company”, “Issuer”), with reference to report No. 14/2020 published by the ESPI system on April 9, 2020, regarding the resolution of the Company’s Management Board regarding the issuing of an opinion regarding the prices of shares of Aforti Holding SA and issuing a recommendation for the General Meeting of the Company’s Shareholders regarding the purchase of own shares, the Management Board of the Company informs that on April 20, 2020 the Company’s Supervisory Board adopted a resolution on 02/20/04/2020 and issued positive recommendations for the General Meeting of Shareholders regarding the purchase of shares own according to the resolution of the Management Board of Aforti Holding SA of April 8, 2020
Taking into account the opinion of the Supervisory Board of Aforti Holding S.A, the Company’s Management Board will recommend to the General Meeting of Shareholders the purchase of the Company’s own shares.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
CR ESPI 16/2020 – Notification of transactions of persons closely related to the persons discharging managerial responsibilities
The Management Board of Aforti Holding S.A. based in Warsaw (“the Company”, “the Issuer”), hereby informs that on 17th April 2020 the Company received the notification about transactions of person closely related to persons discharging managerial responsibilities in the Company.
The notification was made by Aforti Exchange S.A..
The notifications are attached to this report.
Legal basis:
Article 19 (3) MAR – information on transactions executed by persons discharging managerial responsibilities
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