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RA EBI 10/2020 – Înregistrarea majorării capitalului social
The Management Board of Aforti Holding S.A. based in Warsaw (hereinafter: „the Company”, „the Issuer”), hereby inform that on January 27th, 2020 the Company became aware of the registration by the District Court for Warsaw in Warsaw, 12th Commercial Division of the National Court Register (hereinafter: „KRS”) on the January 24, 2020 of a change in the amount of the Company’s share capital.
The share capital of the Issue increased as a result of private subscription 1,240,599 (in words: one million two hundred forty thousand five hundred and ninety nine) shares series I with a nominal value of PLN 1.00 (in words: one zloty) per one share.
The Company announced about the indicated take-up of shares and the increase in the share capital in current report no. 64/2019 of 10/12/2019.
The share capital increase, which is the subject of disclosure in the KRS, took place as part of the share capital increase, pursuant to Resolution No. 4 of the Extraordinary General Meeting of October 22, 2019.
The amount of the share capital after the increase in the share capital is PLN 9,042,514.00 (in words: nine million forty two thousand five hundred and fourteen) and is divided into 9,042,514 (in words: nine million forty two thousand five hundred and fourteen) shares with a nominal value of 1, 00 PLN (in words: one zloty) each, including:
a) 100,000 (in words: one hundred thousand) A series bearer shares,
b) 170,000 (in words: one hundred and seventy thousand) B series bearer shares,
c) 30,000 (thirty thousand) C series bearer shares,
d) 49,450 (in words: forty nine thousand four hundred fifty) series D bearer shares,
e) 2,394,630 (in words: two million three hundred ninety four thousand six hundred and thirty) series E bearer shares,
f) 271,000 (in words: two hundred seventy-one thousand) series F bearer shares,
g) 3,026,835 (in words: three million twenty six thousand eight hundred and thirty five) series G bearer shares,
h) 1,760,000 (in words: one million seven hundred and sixty thousand) H series bearer shares,
i) 1,240,599 (in words: one million two hundred forty thousand five hundred ninety nine) series I bearer shares.
The total number of votes resulting from all issued shares disclosed in the KRS is 9,042,514 (in words: nine million forty two thousand five hundred and fourteen) votes at the General Meeting of Shareholders of the Company.
Legal basis:
Article 3, Paragraph 1 point 2) of the Exhibit 3 „Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
RA EBI 11/2020 – Informații despre structura capitalului social
The Management Board of Aforti Holding S.A. with its registered office in Warsaw (hereinafter: „the Company”, „the Issuer”), with reference to current reports: EBI No. 10/2020 of 27.01.2020 regarding registration of the increase in the Company’s share capital and ESPI No. 3/2020 of 28.01.2020 regarding notification of a shareholder of the Company about a change in the number of votes at the Company’s general meetings, hereby presents the current shareholding structure of the Issuer:
1. Shareholder: Klaudiusz Sytek
Number of shares: 6.556.216
Participation in the share capital and in the total number of votes at the General Meeting: 72.50%
2. Shareholder: Kamilla Sytek – Skonieczna
Number of shares: 503.907
Participation in the share capital and in the total number of votes at the General Meeting: 5.57%
3. Shareholder: Others (Free float)
Number of shares: 1.982.391
Participation in the share capital and in the total number of votes at the General Meeting: 21.92%
Legal basis
§3 Article paragraph 1 point 2) of Annex No. 3 to the Alternative Trading System Rules and Regulations Current and Periodic Information provided in the Alternative Trading System on the NewConnect market
RA EBI 12/2020 – Înregistrarea modificărilor la statutul companiei
The Management Board of Aforti Holding S.A. with its registered office in Warsaw (hereinafter: „the Company”, „the Issuer”), hereby informs that on January 30, 2020 the Company received a decision of the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division of the National Court Register of January 24, 2020, according to which the register of entrepreneurs kept for the company was entered amendments to the Company’s Statute, adopted by the Extraordinary General Meeting on October 22, 2019.
The Company’s Statute have been changed in terms of §7 and by adding §7(1).
The current and the previous consolidated text of the Company’s Statute are attached to this report.
Legal basis
§6 paragraph 4, §4 paragraph 2 point 2) of Annex No. 3 to the Alternative Trading System Rules and Regulations Current and Periodic Information provided in the Alternative Trading System on the NewConnect market
Statute of Company Spółki – consolidated text on. 26-06-2018
Statute of Company – consolidated text on 24-01-2020 (in force)
RA EBI 15/2020 – Cumpărați din obligațiunile din seria P13
The Management Board of Aforti Holding SA based in Warsaw („the Company”, „the Issuer”) hereby announces that it purchased 490 of the P13 series bonds to redemption them.
Legal basis:
Article 3, Paragraph 1, Point 6) of the Exhibit 3 „Current and Periodical Information in the Alternative Trading System on the NewConnect market” to the Alternative Trading System Rules
RA EBI 17/2020 – Corecția unei greșeli de scriere în raportul actual EBI 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