RB 27/2021: Determination of the sale price of the treasury shares of the Company; entering into the pricing supplement to the Placement Agreement


RB: 27/2021
Date: 8 July 2021
Determination of the sale price of the treasury shares of the Company; entering into the pricing supplement to the Placement Agreement
Legal basis: Art. 17 item 1 of MAR – inside information.

Text of the report:

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

Further to current report No. 26/2021 of 6 July 2021, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”, the “Issuer”) hereby informs that taking into account the results of the book-building process for note more than 118,053 Company’s treasury shares (the “Treasury Shares”), has set: (i) the sale price of the Treasury Shares at PLN 800 (eight hundred Polish zloty) per one Treasury Share, and (ii) the total number of the Treasury Shares to be offered to the participants of the book-building process who declared interest in acquiring the Treasury Shares, at 118,053 (one hundred and eighteen thousand fifty three) Treasury Shares.

The Management Board intends to conduct the sale of the Treasury Shares on 8 July 2021 by way of block-trades on the regulated market of the Warsaw Stock Exchange, which shall be settled not later than on 12 July 2021.
The Management Board of the Issuer also informs that on 7 July 2021, the Company entered in to the Pricing Supplement to the Placement Agreement of 6 July 2021, executed by the Company, Wood & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce and Trigon Dom Maklerski S.A. (the “Pricing Supplement”). Under the Pricing Supplement, the Parties defined the sale price of the Treasury Shares, the number of the Treasury Shares offered, as provided by this current report, as well as an initial allocation list of the Treasury Shares to selected investors.

Disclaimer:

This current report was prepared in accordance with Article 17 Section 1 of Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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: (i) setting the sale price of the treasury shares of the Company, (ii) setting the number of treasury shares to be offered by the Company for purchase, and (iii) the Company entering into the Pricing Supplement to the Placement Agreement. This current report is by no means intended, whether directly or indirectly, to promote the sale of the treasury shares of the Issuer and does not represent promotional material or advertisement prepared or published by the Company for the purpose of advertising the sale of the treasury shares of the Issuer for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares. The Company has not published any materials aimed at promoting or advertising the sale of the treasury shares of the Issuer.

This material 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.

This current report contains (or may contain) certain forward-looking statements relating to the Company's current expectations and projections of future events. These statements, which sometimes use words such as "intend", "anticipate", "believe", "aim", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs and expectations of the Company's management and involve a number of risks, uncertainties and assumptions that may occur in the future, are beyond the Company's control and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. Nothing in this current report constitutes or is intended to constitute a forecast or estimate of earnings or to suggest that the Company's earnings in the current or future financial year will meet or exceed the Company's historical or published earnings. Due to these risks, uncertainties and assumptions, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this current report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence. Under no circumstances is this current report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada.

This current report does not identify or suggest, and is not intended to identify or suggest, risks (direct or indirect) that may be associated with an investment in the Treasury Shares. Any investment decision to purchase Treasury Shares pursuant to the offer, subscription or sale of such shares must be made solely on the basis of publicly available information which has not been independently verified by the Managers.

DateFull NamePosition/Function
2021-07-08Bartosz JózefiakManagement Board Member
2021-07-08Emilia RogalewiczManagement Board Member
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