RB 47/2022: Notification from three shareholders of the Company regarding the completion of the accelerated book-building process and the outcome of such process


RB: 47/2022
Date: 14 November 2022
Notification from three shareholders of the Company regarding the completion of the accelerated book-building process and the outcome of such process
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.
The Management Board of Benefit Systems S.A. (the “Company”) announces that on 14 November 2022, it was notified by the Company’s shareholders, James Van Bergh, Benefit Invest Limited and Fundacja Drzewo i Jutro (the “Shareholders”) (the “Notification”), that on 14 November 2022, the accelerated book-building process directed at certain selected investors meeting specified criteria (the “ABB”), the purpose of which was the sale by the Shareholders of dematerialised ordinary bearer shares in the Company (the “Sale Shares”), has been completed. The Shareholders have eventually decided to sell more Company's shares than initially intended, on the back of the strength of demand for the Company's shares provided during the accelerated book-building by numerous institutional investors.
Pursuant to the Notification, as a result of the ABB:
1.    the sale price of one Sale Share was set at PLN 630; and
2.    the final number of the Sale Shares was set at 250,000, which constitutes 8.52% of the shares in the share capital of the Company and 8.52% of the total number of votes in the Company, out of which:
(a)    Benefit Invest Limited will sell 225,000 Sale Shares, representing 7.67% of the shares in the Company's share capital and 7.67% of the total number of votes in the Company;
(b)    Fundacja Drzewo i Jutro will sell 25,000 Sale Shares, representing 0.85% of the shares in the Company's share capital and 0.85% of the total number of votes in the Company;
(c)    James Van Bergh will not sell any shares in the Company in the ABB process.
Following the settlement of the sale transactions within the ABB, Benefit Invest Limited will hold 70,421 shares in the Company, representing 2.40% of the shares in the Company's share capital and 2.40% of the total number of votes in the Company and Fundacja Drzewo i Jutro will hold 208,497 shares in the Company, representing 7.11% of the shares in the Company's share capital and 7.11% of the total number of votes in the Company. At the same time the number of the Company's shares held by James Van Bergh will remain the same, i.e., James Van Bergh will hold 453,691 shares in the Company, representing 15.47% of the shares in the Company's share capital and 15.47% of the total number of votes in the Company.
Santander Bank Polska S.A. - Santander Biuro Maklerskie acted as the sole global coordinator and the sole bookrunner in connection with the ABB.
This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
Neither this material nor any part hereof is 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 (the “U.S. Securities Act”), 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 U.S. Securities Act.
This material (and the information therein) does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company.

DateFull NamePosition/Function
2022-11-14Bartosz JózefiakManagement Board Member
2022-11-14Emilia RogalewiczManagement Board Member
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