Current Report No. 29/2016
Subject: Withdrawal from the implementation of the share purchase offer and the announcement by Benefit Systems S.A. of a new share purchase offer.
Legal basis: Article 17, paragraph 1 of MAR - confidential information
The Management Board of Benefit Systems S.A. with its registered office in Warsaw ( "the Company") withdraws from carrying out the offer to purchase no more than 42,184 shares of the Company and the offered purchase price of 650 PLN per share (announced in Current Report No. 28/2016 of 18th August, 2016.) with effect from 1st September, 2016.
The Management Board simultaneously announces a new offer for the purchase of shares in the Company ("the Offer"), in accordance with which:
• no more than 39,730 (thirty-nine thousand seven hundred and thirty) shares in the Company are available for purchase;
• the offer price per share in the Company is 690.00 PLN (six hundred and ninety 00/100 zloty);
• the Company allocates a maximum of 27,500,000.00 PLN (twenty-seven million five hundred thousand 00/100 zloty) on the purchase of the shares in the Offer.
• the acceptance of offers for the sale of the shares from the Company's shareholders will begin on 2nd September, 2016, and will end on 9th September, 2016;
• the settlement of all transactions will take place on 14th September, 2016;
• the intermediary in carrying out and settling the Offer is Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK.
The offer is conducted in connection with the Shareholder Profit Distribution Policy in effect at the Company for the years 2016-2019 (announced in current report No. 3/2016 dated 10th February, 2016) and in accordance with the principles of the share buy-back programme under the terms of Resolution No. 22/15.06.2016 of the Ordinary General Meeting of Shareholders in the Company of 15th June, 2016, authorising the Management Board to purchase the Company's shares for and on its own behalf, determining the principles for the share buy-back by the Company and in resolution No. 23/15.06.2016 of the Ordinary General Meeting of Shareholders of 15th June, 2016, on the creation of reserve capital for the purchase of the Company's shares (announced in current report No. 18/2016 of 15th June, 2016), and the resolution of the Management Board of the Company dated 1st September, 2016, on the rules for the purchase of the Company's shares for and on its behalf.
The full text of the Offer is included in an Annex to the current report.
Legal disclaimer: This offer does not constitute a call for subscription to the sale or exchange of the shares referred to in article 72 and subsequent articles of the act of 29th July, 2005, on public offerings and the conditions governing the introduction of financial instruments to organised trading, and public companies (consolidated text: Journal of Law from 2013, item 1382 with subsequent amendments). Specifically, articles 77 and 79 of this act, and the provisions of the Regulation of the Minister of Finance dated 19th October, 2005, on the templates for calls to subscribe to the sale or exchange of shares of a public company, the detailed rules for their announcement and the conditions for the purchase of the shares as a result of these calls (Journal of Law No. 207, item 1729, as amended) shall not apply to this Offer.
The Offer does not constitute an offer within the meaning of article 66 of the act of 23rd April, 1964, the Civil Code (consolidated text: Journal of Law from 2014, item 121, with subsequent amendments). This Offer does not constitute a purchase offer nor a solicitation to sell any securities in any state in which the submission of such an offer or solicitation to sell securities would be unlawful or would require any permit, notification or registration. The Offer document does not constitute investment, legal or tax advice. Investors should seek advice from investment, legal and tax advisors in matters related to this Offer. The person responding to the Offer shall bear all legal, financial and tax consequences of the investment decisions taken.
Date Forename and surname Position/Function
2016-09-01 Grzegorz Mędza Member of the Management Board
2016-08-18 Izabela Walczewska-Schneyder Member of the Management Board