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Depunerea cererii finale la instanța districtuală pentru înregistrarea unei fuziuni a filialelor Aforti Collections SA și LifeBelt sp. z o.o. RA 115/2018
The board of Aforti Holding S.A. („the Company”, „the Issuer”) headquartered in Warsaw, in reference to the currents reports of ESPI no. 29/2018 dated on 13/08/2018, no. 34/2018 dated on 24/10/2018 and no. 38/2018 dated on 27/11/2018, hereby announces to the public that it received information that on December 3, 2018 an the boards of Aforti Collections SA with its registered office in Warsaw („Aforti Collections”, „Acquiring Company”) and LifeBelt sp. z o.o. with its registered office in Lublin („LifeBelt”, „the Acquired Company”) completed the formalities by filing at the District Court the final application for entering the merger of the abovementioned companies, and consequently deleting the LifeBelt company from the register of entrepreneurs of the National Court Register.
The merger of the Acquiring Company with the Acquired Company took place in the mode of art. 492 § 1 point 1 of the Commercial Companies Code (CCC) in connection with art. 515 § 1, ie by transferring all assets of the Acquired Company to the Acquiring Company (merger by acquisition). The merger of the companies took place without increasing the share capital of the Acquiring Company.
Additionally, pursuant to art. 516 § 5 of the CCC in connection with art. 516 § 6 of the CCC, the merger of the companies took place in the simplified mode provided for in the aforementioned regulations.
Acquisition of an entity from the debt collection industry by Aforti Collections S.A. is the next step, after the AFORTI Group’s entry into foreign markets (including Romanian through the Aforti Finance and Aforti Exchange brands), which is a consistent implementation of the Group’s development strategy for 2018-2020. This activity will simultaneously expand and strengthen the presence of the Aforti Group and the Aforti Collections brand in the debt management segment on the Polish market.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
EBI CR 11/2022 – Anunt despre convocarea Adunarii Generale Ordinare a Actionarilor AFORTI HOLDING S.A. din 29.06.2021
The Board of Directors of Aforti Holding S.A. with its registered office in Warsaw (“the Company”, “the Issuer”), incorporated in the Register of Entrepreneurs maintained by the District Court in Warsaw, the XII Commercial Division of the National Court Register, under KRS number 0000330108 (the Company) in compilance with art. 399 § 1 and art. 4021 of the Code of Commercial Companies and Partnerships, hereby convenes the Ordinary General Meeting of Shareholders of Aforti Holding S.A for 30 June 2022 at 12:00 am in the Company’s headquarters in Warsaw, 8 Chałubińskiego Street, XXVII floor.
Agenda
- Opening of the Ordinary General Meeting of Shareholders;
- Election of the Chairman of the Ordinary General Meeting of Shareholders;
- Ascertaining that the Ordinary General Meeting of Shareholders has been duly convened and is capable of adopting resolutions, and drawing up and signing the attendance list;
- Adoption of the agenda;
- Adoption of a resolution on the examination and approval of the separate management report on the activities of Aforti Holding S.A. and the separate financial statements of Aforti Holding S.A. for the financial year 2021 covering the period from 1 January 2021 to 31 December 2021;
- Adoption of a resolution on consideration and approval of the consolidated report of the Board of Directors on the operations of the Aforti Holding Capital Group and the consolidated financial statements of the Aforti Holding Capital Group for the financial year 2021 covering the period from 1 January 2021 to 31 December 2021;
- Adoption of a resolution concerning the allocation of profit for the financial year 2021 covering the period from 1 January 2021 to 31 December 2021;
- Adoption of resolutions on granting discharge to individual members of the Management Board of Aforti Holding S.A. for performance of their duties in the financial year 2021 covering the period from January 1, 2021 to December 31, 2021;
- Adoption of resolutions on acknowledgement of the fulfilment of duties by individual Members of the Supervisory Board of Aforti Holding S.A. in the financial year 2021 covering the period from 1 January 2021 to 31 December 2021;
- Other proposals;
- Closing of the Ordinary General Meeting of Shareholders.
Pursuant to Article 4022 of the Commercial Companies Code, the Management Board of the Company provides information on participation in the Ordinary General Meeting of Shareholders of the Company:
- The Shareholder’s right to request the inclusion of certain matters on the agenda of the Ordinary General Meeting of Shareholders.
A Shareholder or Shareholders representing at least 1/20 of the share capital shall have the right to request that certain matters be placed on the agenda of the Ordinary General Meeting of Shareholders of the Company. The request should be submitted to the Company’s Management Board no later than 21 days before the date of the Ordinary General Meeting of Shareholders, i.e. no later than 9 June 2022. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in writing to the Company at the following address: Warsaw, ul. Chałubińskiego 8, XXVII floor or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl.
The shareholder(s) should evidence the holding of a relevant number of shares as at the date of submitting the request by attaching to the request a certificate of entitlement to participate in the General Meeting issued by a relevant entity, and in the case of shareholders who are legal persons and partnerships, also confirm the authority to act on behalf of the entity. In the case of shareholders making a request using electronic means of communication, the documents should be sent in PDF format.
- Shareholder’s right to submit draft resolutions on matters placed on the agenda or matters to be placed on the agenda prior to the date of the Ordinary General Meeting of Shareholders.
A shareholder or shareholders of the Company representing at least 1/20 of the share capital may, prior to the date of the Ordinary General Meeting of Shareholders, submit in writing to the Company at the following address: Warsaw, ul. Chałubińskiego 8, XXVII floor or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl draft resolutions concerning matters placed on the agenda of the Ordinary General Meeting of Shareholders or matters which are to be placed on the agenda.
Similarly to item. 1 above, the Shareholder(s) should demonstrate possession of an appropriate number of shares as at the date of submitting the request by attaching to the request a certificate of entitlement to participate in the General Meeting issued by the relevant entity, and in the case of shareholders who are legal persons and partnerships, also confirm the authority to act on behalf of the entity.
In the case of shareholders making a request using electronic means of communication, the documents should be sent in PDF format.
- Shareholder’s right to submit draft resolutions on matters placed on the agenda during the Ordinary General Meeting of Shareholders.
Each shareholder entitled to participate in the Ordinary General Meeting of Shareholders may, during the Ordinary General Meeting of Shareholders, propose draft resolutions concerning matters placed on the agenda.
- Right to appoint a proxy.
A shareholder may participate in the Ordinary General Meeting of Shareholders and exercise voting rights in person or by proxy.
The Company announces that the template of the form of instructions on voting by proxy containing the data specified in Article 4023 of the Commercial Companies Code has been placed on the Company’s website.
The power of attorney to vote by proxy should be granted in writing or in electronic form and sent to the following e-mail address of the Company: biuro@afortiholding.pl. Granting proxy in electronic form shall not require a secure electronic signature verified with a valid qualified certificate.
The shareholder is obliged to send the Company information on granting the power of attorney in electronic form not later than one day before the date of the Ordinary General Meeting of Shareholders. Shareholders will be admitted to the Ordinary General Meeting of Shareholders upon presentation of an identity card, and attorneys will be admitted to the Ordinary General Meeting of Shareholders upon presentation of an identity card and a valid power of attorney granted in writing or in electronic form (in the latter case the attorney should present a printout of the power of attorney in PDF format). Representatives of legal persons or partnerships should additionally present current excerpts from relevant registers, listing persons authorized to represent these entities.
- Participation in the Ordinary General Meeting of Shareholders by means of electronic communication.
The Articles of Association do not provide for the possibility of participation in the Ordinary General Meeting of Shareholders by means of electronic communication.
- Speaking at the Ordinary General Meeting of Shareholders using electronic means of communication.
The Articles of Association do not provide for the possibility to speak at the Ordinary General Meeting of Shareholders using electronic means of communication.
- Exercising voting rights by mail or using electronic means of communication.
The Articles of Association of the Company do not provide for voting at the Ordinary General Meeting of Shareholders by correspondence or using electronic means of communication.
- Record date for participation in the Ordinary General Meeting of Shareholders.
The date of registration of participation in the Ordinary General Meeting of Shareholders shall be June 14, 2022 calculated in accordance with Article 4061 of the Commercial Companies Code. Persons who, 16 days prior to the date of the Ordinary General Meeting of Shareholders (i.e. June 14, 2022), are Shareholders of the Company, i.e. shares of the Company are recorded in their securities accounts, will be entitled to participate in the Ordinary General Meeting of Shareholders of the Company;
Those entitled from dematerialized bearer shares of the Company, not earlier than after the announcement of the convening of the Meeting, i.e. June 3, 2022, and not later than on the first weekday after the record date, i.e. June 15, 2022, shall submit to the entity maintaining their securities account a request for the issuance of a registered certificate of the right to participate in the Meeting. The content of the certificate, in accordance with the shareholder’s will, should indicate a part or all shares registered on his/her securities account.
- List of shareholders entitled to participate in the Ordinary General Meeting of Shareholders.
The Company shall determine the list of shareholders entitled to participate in the Ordinary General Meeting of Shareholders on the basis of a list provided to it by the National Depository for Securities (NDS) and drawn up on the basis of registered certificates of entitlement to participate in the Ordinary General Meeting of Shareholders issued by entities maintaining securities accounts. Three business days before the date of the Ordinary General Meeting of Shareholders, a list of shareholders entitled to participate in the Ordinary General Meeting of Shareholders will be made available for inspection at the registered office of the Company. A shareholder will be able to request that the list of shareholders be sent to him free of charge by e-mail, stating the address to which the list should be sent.
- The text of the documentation to be presented to the Ordinary General Meeting of Shareholders.
Persons entitled to participate in the Ordinary General Meeting of Shareholders may obtain the full text of the documentation to be presented at the Ordinary General Meeting of Shareholders and draft resolutions at the Company, at the following address: Warsaw, ul. Chałubińskiego No. 8, XXVII floor or on the Company’s website at: www.afortiholding.pl.
- Place where information concerning the Ordinary General Meeting of Shareholders will be made available.
The Company will make all information regarding the Ordinary General Meeting of Shareholders available on the Company’s website at: www.afortiholding.pl.
Legal basis: Article 4, Paragraph 2, Point 1), 3) of the Exhibit 3 „Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
1. Convening of the General Meeting of Shareholders
2. Draft resolutions of the General Meeting of Shareholders
3. Statement on the number of share
4. Power of attorney form
Finalizarea abonamentului privat al acțiunilor seria I a Emitenților RA 89/2019
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
Fuziunea filialei Aforti Collections S.A. cu o entitate din industria de colectare a datoriilor RA 82/2018
The board of Aforti Holding S.A. („the Company”, „the Issuer”) headquartered in Warsaw hereby announces to the public that on 10th August 2018 a subsidiary of the Company: Aforti Collections S.A. headquartered in Warsaw („the Subsidiary”, „Aforti Collections”) has concluded a contract (hereinafter: „Agreement”) for the purchase of 300 shares with a par value of PLN 1,000.00 each, representing 76.92% of the share capital of a company from the debt collection industry: LifeBelt sp. o.o. with its registered office in Lublin (hereinafter: „LifeBelt”).
The Issuer does not disclose the value of the transaction because of the trade secrets of the transaction applicable to both sides.
In connection with the concluded Agreement, the following companies: LifeBelt and Aforti Collections plan in the fourth quarter of this year make the connection process to use synergy and mutual exchange of their competitive advantages. LifeBelt will complement the structures of Aforti Collections by including an experienced team of managers, as well as by providing an innovative, proprietary IT system that allows effective service for both large companies and entrepreneurs from the SME sector, offering B2B services. At the same time LifeBelt will gain a professional commercial department and a shared services center (IT support, accounting and HR services, legal and marketing services), which were previously outsourced by this company. Following the legal finalization of the merger of both entities, their activities will be carried out under the common brand: Aforti Collections S.A..
Combination of the above companies will strengthen the position of Aforti Colections on the debt collection market and will allow for the transfer of solutions used in the recovery of mass claims to the sector of small and medium-sized enterprises (SME).
Aforti Collections will also develop a common commercial strategy that will take into account the know-how and experience of both companies in the debt collection industry.
LifeBelt, which began operations in January 2015, is an entity specializing in providing services related to receivables management, amicable debt collection, direct and court enforcement, industrial espionage and detective services. LifeBelt has an experienced and qualified team of 70 specialists. In 2017, LifeBelt serviced a debt portfolio worth PLN 789 million, while in the first half of 2018 this value amounted to almost PLN 220 million.
The company’s clients include well-known loan firms, leasing company, bank, debt servicing companies and companies from the marketing industry.
Conclusion of the Agreement constitutes the implementation of the Aforti Group’s development strategy for 2018-2020 in terms of development of subsidiaries’ structures in Poland.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information
Fuziunea filialelor Aforti Collections S.A. și LifeBelt sp. o.o. RA 2/2019
The board of Aforti Holding S.A. („the Company”, „the Issuer”) headquartered in Warsaw, in reference to the currents reports of ESPI no. 29/2018 dated on 13/08/2018, no. 34/2018 dated on 24/10/2018, no. 38/2018 dated on 27/11/2018 and no. 40/2018 dated on 04/12/2018, hereby announces to the public that it received information that on December 31, 2018 the District Court for Warsaw, XII Division of the National Court Register issued a decision of entering the merger of Aforti Collections SA (hereinafter: „Aforti Collections”, „Acquiring Company”) and LifeBelt Sp. z o.o. (hereinafter: „LifeBelt”, „Acquired Company”) to the National Court Register.
Thus, one company was created, which will operate under the name Aforti Collections S.A..
The merger of the Acquiring Company with the Acquired Company took place in the mode of art. 492 §1 point 1 of the Commercial Companies Code (CCC) in connection with art. 515 § 1, ie by transferring all assets of the Acquired Company to the Acquiring Company (merger by acquisition).
The merger of the companies took place without increasing the share capital of the Acquiring Company. Additionally, pursuant to art. 516 § 5 of the CCC in connection with art. 516 § 6 of the CCC, the merger of the companies took place in the simplified mode provided for in the aforementioned regulations.
Acquisition of an entity from the debt collection industry by Aforti Collections S.A. is the next step, after the AFORTI Group’s entry into foreign markets (including Romanian through the Aforti Finance and Aforti Exchange brands), which is a consistent implementation of the Group’s development strategy for 2018-2020. This activity will simultaneously expand and strengthen the presence of the Aforti Group and the Aforti Collections brand in the debt management
segment on the Polish market.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information