63/2019 - Information on the conclusion of private subscription of B series ordinary bearer shares and C series registered shares
With reference to current reports no. 48/2019 of 27 September 2019, no. 54/2019 of 4 October 2019, no. 55/2019 of 7 October 2019 and no. 58/2019 of 10 October 2019 of Trakcja PRKiI S.A. (“Company”), the Management Board of the Company publishes the information about the completed subscription of 10 279 909 (say: ten million two hundred seventy-nine thousand nine hundred nine) B series ordinary bearer shares of nominal value of PLN 0.80 (say: eighty) each (“B Series Shares”) and 24 771 519 (say: twenty four million seven hundred seventy one thousand five hundred nineteen) C series registered shares of nominal value of PLN 80 (say: eighty) each (“C Series Shares”, jointly referred to as B Series Shares – “New Issue Shares”).
The New Issue Shares were offered by way of private subscription pursuant to 431 § 2 point 1 of the Act of 15 September 2000 – The Code of Commercial Companies and Partnerships, as part of the offering addressed to maximum 149 indicated investors (“Offering”). The Offering of New Issue Shares was provided in connection with the execution of the subscription agreement related to all New Issue Shares. The New Issue Shares were subscribed pursuant to resolution no. 5 of the Extraordinary General Meeting of Shareholders of 27 September 2019 concerning: the increase of share capital of the Company through the issue of B series ordinary bearer shares and C series registered shares by way of private subscription, including waiver of the entire shareholders' pre-emptive rights as well as dematerialization and application for admission of rights to B and C series shares to trading on a regulated market operated by Warsaw Stock Exchange S.A., and amendment to the Articles of Association.
1) Date of commencement and end of the subscription or sale:
The book-building took place on 4-7 October 2019, whereas the New Issue Shares subscription agreements were concluded on 10 October 2019.
2) Date of allotment of securities:
7 October 2019, the Offering was provided in connection with the execution of the subscription agreement related to all New Issue Shares on 10 October 2019.
3) Number of securities under the subscription or sale:
10 279 909 (say: ten million two hundred seventy-nine thousand nine hundred nine) B Series Shares and 24 771 519 (say: twenty-four million seven hundred seventy-one thousand five hundred nineteen) C Series Shares were subject of subscription.
4) Reduction rate for individual tranches in the event that in any tranche the number of the allotted securities was smaller than the number of securities that were subscribed for:
Not applicable.
5) Number of securities subscribed for under the subscription or sale:
No subscriptions were made in compliance with the Code of Commercial Companies and Partnerships. As part of the Offering, 10 279 909 (say: ten million two hundred seventy nine thousand nine hundred nine) B Series Shares were subscribed for pursuant to the B Series Shares subscription agreements and 24 771 519 (say: twenty four million seven hundred seventy one thousand five hundred nineteen) C Series Shares subscribed for pursuant to the C Series Shares subscription agreements.
6) Number of securities allotted under the subscription or sale:
As part of the Offering, 10 279 909 (say: ten million two hundred seventy nine thousand nine hundred nine) B Series Shares were subscribed for pursuant to the B Series Shares subscription agreements and 24 771 519 (say: twenty four million seven hundred seventy one thousand five hundred nineteen) C Series Shares subscribed for pursuant to the C Series Shares subscription agreements.
7) Price at which securities were subscribed for (acquired):
B Series Shares were subscribed for at the issue price of PLN 1.70 (one 70/100) per each B Series Share.
C Series Shares were subscribed for at the issue price of PLN 1.70 (one 70/100) per each C Series Share.
8) Number of persons who subscribed for securities under the subscription or sale in individual tranches:
Not applicable. The Offering was not divided into tranches and no subscription forms for New Issue Shares were collected. As part of the subscription, 10 279 909 (say: ten million two hundred seventy nine thousand nine hundred nine) B Series Shares subscribed for pursuant to the B Series Shares subscription agreements and 24 771 519 (say: twenty four million seven hundred seventy one thousand five hundred nineteen) C Series Shares were subscribed for pursuant to the C Series Shares subscription agreements.
9) Number of persons who were allotted securities under the subscription or sale in individual tranches:
Nine investors subscribed for New Issue Shares, whereas one of the investors subscribed for both B Series and C Series Shares.
10) Name (business name) of underwriters who subscribed for securities under the underwriting agreements, with an indication of the number of the subscribed securities and actual price of one security unit, which constitutes the issue price or sales price, after deduction of remuneration for the subscription of the security unit, upon execution of the underwriting agreement, acquired by the underwriter:
Not applicable. The issue of the New Issue Shares was not subject to the underwriting obligation.
11) Value of subscription or sales understood as a product of the number of securities included in the Offering and issue price or sales price:
The Offering value was PLN 59 587 428.00 (say: fifty-nine million five hundred eighty-seven thousand four hundred twenty-eight).
12) Total amount of costs credited towards issue costs, with an indication of costs according to their titles:
The estimated costs of issue of the New Issue Shares as at the date of drafting this report, incurred by the Company in connection with the Offering, amounted to PLN 1 640 000, including:
- development and execution of the Offering: PLN 1 640 000
- Remuneration of underwriters, for each separately: not applicable
- Preparation of prospectus, including advisory costs: PLN 0
- promotion of the Offering: PLN 0
As at the date of drafting this report, the Issuer has no information about the final issue costs. The information about the final amount of such costs shall be made public in the form of a current report, upon receipt of a summary and approval of all costs by the entities involved in the activities related to the preparation of the Offering of the New Issue Shares.
Indication of the method for the settlement of the above-mentioned costs recorded in ledgers of the Company and their disclosure in financial statements:
In compliance with IAS 1 and IAS 32, the issue costs of the B Series Shares and C Series Shares shall be settled in ledgers by reducing the share premium amount. The Company shall decrease its supplementary capital that resulted from share premium of the B Series Shares and C Series Shares by PLN 162 000 and credit the remaining part to period costs.
13) Average cost of subscription or sale per security unit under the subscription or sale:
The average cost per one New Issue Share incurred by the Company, on the basis of the estimated costs determined as at the date of this report was PLN 0.05.
As at the date of this report, the Issuer does not have any complete information necessary for the final settlement of the issue costs, therefore, the final cost of the subscription of one New Issue Share shall be made public together with the information about the final total issue costs, in the form of the current report, upon receipt of the summary and approval of all costs by the entities involved in the activities related to the preparation of the Offering of the New Issue Shares.
14) Method of payment for the subscribed for (acquired) securities:
The New Issue Shares were taken up in consideration for cash contributions, whereas 12 242 952 (say: twelve million two hundred forty-two thousand nine hundred fifty two) C Series Shares were subscribed for by setting off receivables, about which the Company informed in current report no. 53/2019 of 4 October 2019.
a) in the event when the shares were subscribed for (acquired) by setting off receivables:
– date of arising of receivables:
6/29/2018, 12/17/2018, 6/13/2019, 6/19/2019, 9/10/2019
– subject of receivables:
Cash liabilities of the Company.
– amount of receivables, including its valuation:
The total amount of set-off receivables is PLN20 813 018.40 (say: twenty million eight hundred thirteen thousand eighteen 40/100). Due to the fact that the receivables are in the form of cash liabilities, their valuation was not prepared.
– description of the transaction that caused the arising of receivables:
The liability resulted from (i) bridge loan contracts concluded by and between the Company and Comsa S.A.U. (“COMSA”) on 13 June 2019, and (ii) cooperation contract concluded by and between the Company and Comsa Corporación de Infraestructuras, S.L.of 1 January 2013.
– entities that subscribed for (acquired) securities of the issuer, with an indication of their number:
COMSA - 12 242 952 (say: twelve million two hundred forty-two thousand nine hundred fifty-two) C Series Shares.
b) in the event when the shares were subscribed for (acquired) in consideration for non-cash contributions:
Not applicable.
Legal basis:
§ 16 sec. 1 of the Resolution of the Minister of Finance of 29 March 2018 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.
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