Current reports

Completion of private subscription of ordinary series D bearer shares in the Company

Current report number: 27/2018

Data: 20 June 2018

Legal basis:

Art. 56 (1) (2) of the Act of 29 July 2005 on public trading and on conditions of introduction of financial instruments into organised trading systems and on public companies read in conjunction with §16 (1) of the Regulation of the Minister of Finance of 29 March 2009 on current and periodical information to be disclosed by security issuers and on conditions of recognition of information required by the laws of a state that is not a member-state.

The Management Board of OEX S.A. with registered office in Warsaw (‘Issuer’, ‘Company’), with reference to the Issuer’s ongoing reports No. 22/2018 dated 29 May 2018 and No. 23/2018 dated 6 June 2018, hereby presents information concerning the completed subscription of 1,101,445 (one million one hundred and one thousand four hundred and forty-five) ordinary series D bearer shares with the nominal value of PLN 0.20 (twenty Polish groszys) each (‘Series D Shares’).

Series D Shares were offered in private subscription as per the Act of 15 September 2000 – Code of Commercial Companies. The subscription of the Series D Shares was carried out in accordance with Resolution No. 3 of the Extraordinary General Meeting of Shareholders of the Company dated 14 May 2018 on the increase of the share capital of the Company by the issue of series D shares by a private subscription with the exclusion in total of the subscription rights of the existing shareholders, dematerialisation and introduction to trading on a regulated market of the Warsaw Stock Exchange of the series D shares and on amendments to the Articles of Association (the content of which was disclosed by the Company in ongoing report No. 18/2018).

  1. Date of commencement and completion of the subscription or sale:

The demand book building process was conducted in the period from 21-24 May 2018 and the agreements on the subscription of Series D Shares were executed by 6 June 2018 (date of subscription termination).

  1. Securities allotment date:

The Management Board of the Company allotted the Series D Shares on 6 June 2018.

  1. Number of securities in the subscription or sale:

The subscription comprised 1,101,445 (one million one hundred and one thousand four hundred and forty-five) Series D Shares.

  1. Reduction rate in particular tranches, in case at least in one tranche the number of securities allotted was lower than the number of securities subscribed for:

Not applicable.

  1. Number of securities applied for in the subscription or sale:

No subscription applications were made within the understanding of the Polish Code of Commercial Companies. The subscription comprised 1,101,445 (one million one hundred and one thousand four hundred and forty-five) Series D Shares.

  1. Number of securities allotted in the subscription or sale:

In the subscription, 1,101,445 (one million one hundred and one thousand four hundred and forty-five) Series D Shares were allotted and subscribed.

  1. Price at which the securities were subscribed (purchased):

Series D Shares were subscribed at the issue price of PLN 17.00 (seventeen Polish zlotys) per one Series D Share.

  1. Number of persons that applied for the securities subscribed or sold in particular tranches:

Not applicable, the subscription was not divided into tranches and no applications for Series D Shares were accepted. The subscription comprised 1,101,445 (one million one hundred and one thousand four hundred and forty-five) Series D Shares.

  1. Number of persons who were allotted the securities in the subscription or sale in particular tranches:

As part of the subscription. the Series D Shares were allocated to 23 investors.

  1. Names of subissuers that subscribed the securities as part of the performance of a subissue agreement, specifying the number of securities subscribed and the actual price of one security, constituting the issue price or the selling price, after deduction of the remuneration for the subscription of one security in the performance of the subissue agreement, acquired by the subissuer:

Not applicable. The Series D Share issue was not subject to a subissue obligation.

  1. Value of subscription or sale carried out, understood as the product of the number of securities covered by the offer and the issue price or the selling price.

The value of Series D Share subscription amounted to PLN 18,724,565 (eighteen million seven hundred and twenty-four thousand five hundred and sixty-five Polish zlotys).

  1. Amounts of total costs included in the issue costs, indicating the costs by title as broken down into, at least, the following: a) the costs of offer preparation and performance, b) costs of subissuer remuneration, separately for each subissuer, c) costs of the prospectus, including the consultancy costs, d) costs of offer promotion – including the method of settlement of such costs in the books of account and the way of recognition of such costs in the issuer’s financial statements

The total costs incurred by the Company in relation with the subscription of Series D Shares shall amount to: PLN 449,236.00.

The total amount comprises the costs of offer preparation and performance. No other costs were incurred by the Company as at the date of this report.

The share issue costs incurred when increasing the share capital shall be deducted from the Company’s supplementary capital.

  1. Average cost of subscription or sale attributable to one security subscribed or sold:

As at the date of this ongoing report, the total cost of the subscription per one Series D Share amounted to approx. PLN 0.41.

  1. Way of payment for the securities subscribed (purchased):

The Series D Shares were subscribed in exchange for a cash contribution paid to the bank account.

Legal reservation:

The material presented in this document constitutes the fulfilment of information obligations imposed on OEX S.A. as a public company the shares in which are admitted to trading and quoted on a regulated market maintained by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). This material is for information only and the purpose of its publication by the Company is only to disclose information about the  completed private subscription of ordinary series D bearer shares in the Company. This ongoing report does not intend to, directly or indirectly, promote the subscription of the shares of new issue or the sale of the Issuer’s treasury shares and does not constitute a promotional material prepared or published by the Issuer for the purposes related to the promotion of the action of new issue or the subscription or sale of the Issuer’s treasury shares and does not intend to encourage, directly or indirectly, to the acquisition or subscription, also within the meaning of Art. 53 (1) of the Polish  Act of 29 July 2005 on public trading and on conditions of introduction of financial instruments into organised trading systems and on public companies, as amended, and does not constitute a promotional act within the meaning of Art. 53 (2) of that Act.

This material is not designed to be distributed, directly or indirectly, within the territory of or into the United States of America or other countries where the public distribution of information contained in this material may be restricted or prohibited by the law. The securities mentioned in this material have not been and shall not be registered in accordance with the U.S. Securities Act of 1933 and may not be offered for acquisition or sale within the territory of the United States of America with the exception of transactions that are not subject to the registration obligations as provided in that US Securities Act or on the basis of an exception from that registration obligation.

Signatures of Company’s representatives:

Robert Krasowski – Member of the Management Board

Tomasz Słowiński – Member of the Management Board