Current Reports

4/2020 – Registration of the conditional increase of the share capital and changes in the Company’s Articles of Association

The Management Board of Trakcja PRKiI S.A. (”Company”) hereby informs that on 10 February this year it was notified that on 6 Februa 2020 the District Court for the Capital City of Warsaw in Warsaw, 12th Business Division of the National Court Register (”Court”) has registered the conditional increase of the Company’s share capital as well as changes to the Company’s Articles of Association, which had been adopted by the Company’s Extraordinary Shareholders Meeting of 11 December 2019, as amended by the Extraordinary Shareholders Meeting on 14 January 2020.

The registration of the conditional  increase of the Company’s share capital was executed on the basis of resolution no. 5 of the Extraordinary Shareholders Meeting on the conditional increase of the share capital through issuing D series shares, and exclusion of the right of subscription of existing shareholders in regard to D series shares and and the amendment of the Articles of Association. 

Therefore, the Company’s share capital was conditionally increased from PLN 69,160,780.80 (sixty nine million one hundred and sixty thousand seven hundred and eighty zloty and eighty groszy) by a maximum of PLN 13,023,288 (say: thirteen million twenty three thousand two hundred and eighty eight zloty) through an issue of a maximum of 16,279,110 (say: sixteen million two hundred and seventy nine thousand and one hundred and ten) ordinary D series bearer shares with he nominal value of PLN 0.80 (say: eighty groszy) each (”D Series Shares”). D Series Shares may be subscribed by the holders of F Series and G Series convertible bonds, which the Company plan to issue in the nearest future, after dealing with all formalities.  In the event of converting F Series Bonds or G Series Bonds to Company’s shares, D Series Shares shall be subscribed at the conversion price determined in resolution no. 3 of the Extraordinary Shareholders Meeting of 11 December 2019 amended by resolution no. 3 of the Extraordinary Shareholders Meeting, i.e. at PLN 1.70 (one zloty and seventy groszy).

Each D Series Share provides one vote at the Company’s General Meeting. Therefore, assuming that all D Series Shares are subscribed, the total number of votes from all D Series Shares shall be 16,279,110.

Simultaneously, pursuant to resolution no. 5 of the Extraordinary Shareholders Meeting the Court has registered the amendment of the Company’s Articles of Association consisting in changing the wording of Article 21 of the Articles of Association and adding paragraph 1a) reading as follows:

“The Company’s conditional share capital shall amount to a maximum of PLN 13,023.288 (say: thirteen million twenty three thousand two hundred and eighty eight zloty) and shall be divided into a maximum of 16,279,110 (say: sixteen million two hundred and seventy nine thousand one hundred and ten zloty) ordinary D series bearer shares with the nominal value of PLN 0.80 (say: eighty groszy) each. Holders of F Series Bonds or G Series Bonds convertible to the Company’s D Series Shares shall be entitled to subscribe D Series Shares. The right of subscription of D Series Shares may be exercised by a holder of F Series Bonds or G Series Bonds with the final date falling no later than the date of purchased defined in the terms of issue of F Series Bonds and the terms of issue of G Series Bonds, respectively, no earlier than after the expiry of 12 months from the date of issue of F Series Bonds and G Series Bonds and no later than by 31 December 2022”.

Simultaneously, the Company attaches the uniform text of the Articles of Association accounting for the amendments defined in resolution no. 5 of the Extraordinary Shareholders Meeting.

 

Legal basis:

 

Article 5.1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent

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