Current report 16/20172017-05-16

Current report no. 16/2017 (16.05.2017)

Title:

Increase the share capital of the Company within the authorized capital (resolutions of the Extraordinary General Meeting of 2015) and subscription of the Company’s shares

Legal basis:

Art. 17 sec. 1 Market Abuse Regulation

Message:

The Management Board of URSUS S.A. (“Company”) informs that on the 16th May 2017 the Management Board of the Company, as a consequence of the resolutions no. 11/2015 and 12/2015 of the Extraordinary General Meeting of the 7th October 2015, completing the issuance of shares provided for by the above-mentioned Extraordinary General Meeting, adopted a resolution, in a form of notarial deed, regarding increase of the share capital of the Company, within the right granted to the Management Board under § 7 b of the Company’s Articles of Association (increase within the limit of the authorized capital).

The right resulting from § 7 b of the Articles of Association was granted to the Management Board of the Company under the Resolution no. 11/2015 of the Extraordinary General Meeting of the 7th October 2015, according to which the Management Board of the Company was authorized to increase the share capital of the Company by the total amount not exceeding 5.000.000,00 PLN, in one or several share capital increases within the authorized capital.

Under the resolution of the 16th May 2017 the Management Board of the Company decided to increase the Company’s share capital from the amount 54.180.000 PLN to the amount 59.180.000 PLN. i.e. by the amount of 5.000.000 PLN, by the issue of 5.000.000 ordinary bearer shares of R series of the nominal value 1,00 PLN and the issue price 2,50 PLN per share, i.e. for the total issue price of 12.500.000 PLN. Both the value of the new issue and the issue price were decided by the Management Board in compliance with § 7 b sec. 5 of the Company’s Articles of Association.

According to the Resolution of the Management Board, the shares of the new issue (R series) shall be offered, in private subscription, to entities selected by the Management Board of the Company. Therefore the existing Shareholders’ pre-emptive rights to the R series shares were waived in their entirety, which took place with the consent of the Supervisory Board expressed in the resolution no. 220/2017 adopted on the 16th May 2017.

With regard to the above, the Management Board of the Company informs that on the 16th the private subscription of R series shares of the Company, issued by the Management Board under the Resolution of the Management Board of the 16th May 2017, concerning the above-mentioned increase of the share capital of the Company within the authorized capital, was carried out and completed.

The private subscription (including allocation of shares), as well as conclusion of the agreements on acquisition of shares, were carried out on the 16th May 2017. All issued shares, i.e. 5.000.000 shares, were included in the subscription and allocation. Within the private subscription, two entities were offered to acquire shares. Both entities concluded with the Company agreements on acquisition of shares and paid the issue price of the shares, in the amount of 2,50 PLN per each R series shares.

The value of the conducted private subscription, understood as the product of the number of R series shares covered by the offer and their issue price, is 12.500.000 PLN.

At the same time, due to the fact that the Company does not have yet information on the total costs of carrying out the subscription, such information shall be provided as soon as it is known.

After registration by the competent for the Company registry court of the increase of the share capital of the Company under the resolution of the 16th May 2017, the share capital of the Company will amount to 59.180.000 PLN and will comprise 59.180.000 ordinary bearer shares of the nominal value 1,00 PLN per share.


 

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