Completion of the subscriptions of Series I shares and Series J shares in CCC S.A.
(current report no 40/2020)
par. 16 item 1 of the Ordinance of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by securities issuers and on the equivalence of information disclosures required by the laws of non-EU member states.
With reference current reports No. 28/2020, 29/2020, 30/2020 and 35/2020, the Management Board of CCC S.A. with its registered office in Polkowice (the “Company”) publicly discloses the information about completed subscriptions for 6,850,000 ordinary bearer Series I shares in the Company with the nominal value of PLN 0.10 each (“Series I Shares”) and 6,850,000 ordinary registered Series J shares in the Company with the nominal value of PLN 0.10 each (“Series J Shares”, jointly with Series I Shares: the “New Shares”).
The New Shares were offered as a private placement within the meaning of the Act of 15 September 2000 – the Commercial Companies Code (the “Commercial Companies Code”) within the framework of a public offering (the “Offer”).
1) The date of the commencement and conclusion of subscription or sale:
The book-building process was conducted from 27 April to 29 April 2020, while the process of execution of Series I Shares and Series J Shares acquisition agreements was completed on 7 May 2020.
2) The date of the allocation of securities:
Not applicable. The issue of the New Shares materialized upon the execution of agreements to acquire all New Shares and payment of all contributions to cover the New Shares and the allotment of shares as defined in the Commercial Companies Code was not required. The process of execution of Series I Shares and Series J Shares acquisition agreements was completed on 7 May 2020. Contributions for Series I Shares were made in full by 7 May 2020 while contributions for Series J Shares were made in full by 14 May 2020.
3) The number of securities subscribed for or sold:
The subscriptions covered 6,850,000 Series I Shares and 6,850,000 Series J Shares.
4) The rate of reduction in individual tranches, if in at least one tranche the number of securities allocated was lower than the number of securities for which subscriptions were placed:
5) The number of securities for which subscriptions were placed under the subscription or sale scheme:
No subscriptions were placed within the meaning of the Commercial Companies Code. Within the Offer, 6,850,000 Series I Shares and 6,850,000 Series J Shares were acquired.
6) The number of securities that were allocated under the subscription or sale carried out:
Not applicable. Within the Offer, 6,850,000 Series I Shares and 6,850,000 Series J Shares were acquired.
7) The price at which the securities were acquired (purchased):
The New Shares were acquired at the issue price of PLN 37.00 per New Share.
8) The number of persons who placed subscriptions for the securities subject to subscription or sale in individual tranches:
Not applicable. The Offer was not divided into tranches and no subscriptions were received for the New Shares. Within the Offer, 6,850,000 Series I Shares and 6,850,000 Series J Shares were acquired.
9) The number of persons to whom securities were allocated within the framework of the placement or sale in individual tranches:
Within the Offer, Series I Shares were acquired by 83 investors and Series J Shares were acquired by Ultro S.à r.l.
10) The name (business name) of underwriters who acquired securities under underwriting agreements, specifying the number of securities acquired, along with the actual unit price of the securities, constituting the issue price or sale price, upon deducting the remuneration for the acquisition of one security, pursuant to the underwriting agreement, by the underwriter:
Not applicable. The issue of the New Shares did not involve any underwriting commitments.
11) The value of the subscription or sale performed, understood as the product of the number of the securities which the offer concerned and the issue or sale price:
The value of the Offer was PLN 506,900,000.00.
12) The aggregate amount of all costs counting towards the issue costs, with an indication of the amount of costs by their title, divided at least by type of costs:
The costs incurred and estimated by the Company as at the date hereof, related to the Offer, amounted to PLN 2,700,000.00 (this amount includes the remuneration of KDPW/WSE which is expected by the Company to reach approx. PLN 67,000.00), including:
- preparing and conducting the Offer: PLN 2,684,000.00;
- underwriters’ fees: not applicable;
- preparation of the prospectus, including the fees of professional advisers: not applicable;
- promotion of the Offer: not applicable;
- other: PLN 16,000.00.
In the event of any material change in the amount of costs related to KDPW/WSE, the Company will give an account of it in a separate current report.
An indication of the methods of disclosing the above costs in the Company’s books of account and the manner of disclosing them in the Company’s financial statements:
The costs incurred to conduct the subscription of the New Shares will be charged to the reserve capital.
13) The average cost of conducting the subscriptions or sale per one unit of the security which the subscription or sale concerns:
The average cost incurred by the Company per one New Share, based on estimated costs as at the date of this current report is approx. PLN 0.20.
14) The manner of payment for the securities acquired (subscribed for):
The New Shares were taken up in exchange for cash contributions.
- a) if the securities were acquired (subscribed for) through set-off of amounts due:
- a) if the securities were acquired (subscribed for) for contributions in-kind: