Communication from the National Depository for Securities on the registration of series M shares of CCC S.A.
(Current Report No. 28/2023)
15.05.2023 /Issuer/
Legal basis:
Article 56 sec .1 item 2 of the Public Offering Act - current and periodic information
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT. IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.
With reference to current report No. 23/2023 dated May 11, 2023. The Management Board of CCC S.A. seated in Polkowice (the "Company") informs that in accordance with the NDS Decision No. 394/2023, 8,121,465 series M ordinary bearer shares of the Company with a nominal value of PLN 0.10 each, designated with ISIN code PLCCC0000016, will be registered on May 16, 2023.
IMPORTANT INFORMATION
This current report has been prepared in accordance with Article 17.1 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 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, and Article 56 sec. 1 item 2 of the Act of July 29, 2005 on public offerings and conditions for the introduction of financial instruments to the organized trading system and on public companies.
This current report is for informational purposes only. The Company publishes it solely for providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company's shares referred to in this current report (the "Placement Shares") and does not constitute advertising or promotional material prepared or published by the Company for promoting the Placement Shares, their subscription, purchase or offer, or for encouraging investors, directly or indirectly, to purchase or subscribe for the Placement Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials for the promotion of the Placement Shares, their subscription or purchase.
This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States of America, Australia, Canada, Japan, the Republic of South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to purchase, acquire or subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.
The Placement Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") or with any state securities regulatory authority or any authority of any other jurisdiction of the United States and may not be registered under the U.S. Securities Act. United States Securities Act of 1933) (the "U.S. Securities Act") nor with any state securities regulatory authority or any authority of any other jurisdiction of the United States of America and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has made a substantive evaluation or approval of the offering of the Placement Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.
The Placement Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offer of the Placing Shares will be made in accordance with the Prospectus Regulation (EU) 2017/1129, as amended (including regulations implementing its provisions in individual member states, the "Prospectus Regulation") exempt from the requirement to prepare a prospectus. This current report is distributed to persons in the United Kingdom only in circumstances, to which the provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") do not apply.
No prospectus will be provided in connection with the matters covered by this current report, and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the terms and conditions described herein are for information purposes only and are directed solely to persons who are (a) persons in the territories of member states of the European Economic Area who are "qualified investors" (within the meaning of Article 2(e) of the Prospectus Ordinance ("Qualified Investors") and (b) in the United Kingdom, Qualified Investors (i) who have investment professional experience and who fall within the definition of investment professional in Art. 19 item 5 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations, etc., within the meaning of Article 49 item 2 (a) through (d) of the Order, and (iii) such other persons as may be lawfully notified (all such persons collectively being referred to as "Eligible Persons").
This current report and the terms and conditions described herein may not be relied upon or used by persons other than authorized persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activity covered by this current report and the terms and conditions described herein are available only to authorized persons and may be undertaken only by authorized persons. This current report has been published by the Company, which is also solely responsible for it. The managers of the offering of the Placement Shares (the "Managers"), their affiliates or their representatives do not and will not assume any responsibility and do not make any representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any interested party or their advisors. Such liability is therefore hereby completely excluded.
None of the Managers will have any liability to anyone other than the Company in the context of providing protection to their clients or providing advice regarding the offer, subscription or purchase of the Placement Shares or other matters referred to in this current report. Apart from any duties and obligations that may be imposed on the Managers under applicable law, none of the Managers or any of their affiliates accepts any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Managers or their affiliates in connection with the Company, the Placement Shares, their offer or subscription. Accordingly, the Managers and each of their affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), regarding any statements or other information contained in this current report, and make no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. Managers may participate in the offering on a commercial basis.
The distribution of this current report or information about the offering or subscription of the Placement Shares may be restricted by law in certain jurisdictions. No action has been taken by the Company, the Managers or any of their respective affiliates that would or is intended to permit an offering of the Placing Shares in any jurisdiction or to result in the possession or distribution of this current report or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required.
Persons disseminating any part of this current report must ensure that it is lawful to do so. Persons (including, but not limited to, nominees and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Managers to read and observe the relevant restrictions.
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 "aim," "anticipate," "believe," "intend," "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 considered 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. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company's earnings in the current or future fiscal year will match or exceed the Company's historical or published earnings. Considering 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 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 Placement Shares. Any investment decision to subscribe for or purchase Placement Shares in an offer, subscription or sale of such shares must be made solely based on publicly available information that has not been independently verified by the Managers.
The information contained in this current report may not be transmitted or distributed to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is prohibited. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or applicable laws of other jurisdictions. This current report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any securities in any jurisdiction.
This current report does not constitute a recommendation regarding an investor's decision to offer, or subscribe for, the Placement Shares. Each investor or potential investor should conduct his or her own research, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.