RB 22/2018: Appointment of Pekao IB and WOOD&Co related to the intention to obtain funds for further development through an issue of F series ordinary bearer shares without pre-emptive rights and sale of treasury shares


RB 22/2018

Date: 4 March 2018

Subject: Appointment of Pekao Investment Banking S.A. and WOOD & Company Financial Services, a.s., Branch in Poland related to the intention to obtain funds for further development by the Company, through an issue of F series ordinary bearer shares without pre-emptive rights and sale of treasury shares

Legal basis:Art. 17 item 1 of MAR – inside information

 

Not for dissemination, publication or distribution, whether directly or indirectly in the territory of or to the United States of America, Australia, Canada, Japan or any other jurisdiction where it could be subject to restrictions or be prohibited by law.

With reference to the convocation of the Extraordinary General Meeting for 20 April 2018 by the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter ‘Issuer’, ‘Company’) and the intent to obtain funds by the Company via simultaneous: (i) increase of the Company's share capital through an issue of up to 184 000 (one hundred and eighty-four thousand) series F ordinary bearer shares (‘Series F Shares’), without pre-emptive rights of existing shareholders; and (ii) the disposal (further resale) of up to 100 000 (one hundred thousand) of treasury shares (‘Treasury Shares’), announced in current reports No. 15/2018 and 16/2018 of 22 March 2018, the Issuer's Management Board informs about appointment of Pekao Investment Banking S.A. and WOOD & Company Financial Services, a.s., Branch in Poland (collectively as ‘Advisers’) as advisers to the Company.

The intention of the Company in cooperation with the Advisers is to issue Series F Shares and to dispose (further resell) Treasury Shares in a private offer or in a public offer directed exclusively to specific categories of investors, for which it is not required to prepare a prospectus or other offer document for the needs of such an offer.

The Company's acquisition of funds is conditional on the adoption of resolutions on Series F Shares issue and Treasury Shares disposal (further resale) by the Extraordinary General Meeting of the Company.

Disclaimer:
This current report was prepared in accordance with Article 17 Item 1 of Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the appointment of Pekao Investment Banking S.A. and WOOD & Company Financial Services, a.s., Branch in Poland in the role of advisers in connection with the intention to obtain funds by the Company through the issue of Series F shares without pre-emptive rights and the sale of the Company's Treasury Shares for the purpose of further development of the Company.

This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares or the sale of the treasury shares of the Issuer, and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or the treasury shares or their resale or for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares or subscribe for the new shares. The Company has not published any materials aimed at promoting the new shares or their subscription or sale of the treasury shares of the Issuer.

This material or any part thereof is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

 

DateFirst name and surnamePosition/function
4 March 2018Izabela Walczewska-SchneyderMember of the Management Board
4 March 2018Adam RadzkiMember of the Management Board