Completion of the private placement of Series H Shares of CCC S.A.
(Current report No. 51/2017)
29.09.2017 /Issuer/
Legal basis:
Article 56 Section 1 Item 2 of the Act on Public Offering - current and periodic information
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 CCC S.A. with registered office in Polkowice (the “Issuer”, “Company”) with reference to the current reports of the Issuer: No. 46/2017 of 6 September 2017, No. 47/2017, and No. 48/2017 of 15 September 2017, hereby gives notice that the subscription for 2,000,000 ordinary bearer series H shares with the nominal value of PLN 0.10 (ten groszy) each (the “Series H Shares”) has been completed.
Series H Shares were offered under a private placement (pol. subskrypcja prywatna) within the meaning of the Commercial Companies Code of 15 September 2000 (the “CCC”) in the form of a public offering (the “Offering”). Series H Shares were issued due to the execution of agreements for taking up all Series H Shares. Hence, the Company did not allocate any Series H Shares within the meaning of the CCC. The subscription for the Series H Shares was carried out pursuant to the resolution of the Management Board of 6 September 2017 on the increase in the share capital of the Company by issuing Series H Shares within the limits of the authorized capital, depriving its current shareholders of the pre-emptive right in its entirety and amending the Articles of Association, conducted pursuant to the authorization provided for in § 6a of the Articles of Association.
1) Date of commencement and completion of the subscription or sale:
The book-building process was carried out from 6 to 7 September 2017, and the agreements for taking up Series H Shares were entered into by 15 September 2017.
2) Date of allotment of securities:
Not applicable. Series H Shares were issued due to the execution of agreements for taking up all Series H Shares. The agreements for taking up Series H Shares were entered into by 15 September 2017.
3) Number of securities subject to the subscription or sale:
2,000,000 Series H Shares were subject to the subscription.
4) Rate of reduction in individual tranches in the event whether even in one tranche of allocated shares was lower than the number of subscribed shares:
Not applicable.
5) Number of securities subscribed for in the course of the subscription or sale process:
No subscriptions were made within the meaning of the CCC. 2,000,000 Series H Shares were taken up under agreements for taking up Series H Shares.
6) Number of securities allocated in the course of the subscription or sale process:
Not applicable. 2,000,000 Series H Shares were taken up under agreements for taking up Series H Shares.
7) Acquisition (subscription) price of securities:
Series H Shares were taken up for the issue price of PLN 265 for one Series H Share.
8) Number of persons who subscribed for the securities subject to the subscription or sale in individual tranches:
Not applicable. The Offering was not divided into tranches and no subscriptions were accepted for Series H Shares. 2,000,000 Series H Shares were taken up in the course of the Offering, based on agreements for taking up Series H Shares.
9) Number of persons to whom the securities were allocated, under the subscription or sale in individual tranches:
Under the Offering, Series H Shares were taken up by 37 professional clients within the meaning of the Act of 29 July 2005 on Trading in Financial Instruments.
10) Names (business names) of the underwriters who acquired securities under the underwriting agreement stating the number of securities they acquired and the actual price (issue or sale price, after subtracting the fee for acquiring a security unit in performance of the underwriting agreement):
Not applicable. The issue of Series H Shares was not subject to any underwriting obligations.
11) Value of subscription or sale understood as product of the number of shares subject to the offer and issue or sale price:
The value of the Offering amounted to PLN 530 million.
12) Total estimated specification of costs included in the issue costs while stating the amount of costs by type, broken down to at least the following costs: a) preparation and completion of the Offering, b) underwriting fees, for each underwriter individually, c) preparing the issue prospectus, including the costs of advisors, d) promoting of the offering.
The costs incurred or assessed by the Company as at the date of this report in conjunction with the Offering amounted to PLN 6,769,000 (six million seven hundred sixty nine thousand zlotys) including:
(i) preparation and completion of the Offering: PLN 6,728,000 (six milion seven hundred twenty eight thousand zlotys);
(ii) underwriters’ fees: not applicable;
(iii) preparation of the prospectus including fees of advisors: not applicable;
(iv) promotion of the Offering: PLN 0,00;
(v) other: PLN 41,000 (forty one thousand zlotys).
Indication of the settlement method for the above costs in the Company’s accounting ledgers and their disclosure in the Company’s financial statements:
The costs incurred to conduct the subscription of Series H Shares shall be charged to the reserve capital.
13) The average cost of the subscription or sale per one securities unit subject to the subscription or sale:
The average costs incurred by the Company per one Series H Share amounted to PLN 3.38 (three zloty thirty eight groszy).
Legal basis:
§ 33 Section of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.
Disclaimer:
This current report was prepared pursuant to the requirements provided for in Article 56 Section 1 Item 2 of the Act of 29 July 2005 on the Public Offering, Conditions for the Introduction of Financial Instruments to the Organized Trading System and on Public Companies.
This current report is solely for information purposes. This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the new shares. The Company has not published and has no intention of publishing any materials aimed at promoting the new shares or their subscription.
This is 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.
Signatures:
1/ Marcin Czyczerski – Vice President of the Management Board
2/ Mariusz Gnych– Vice President of the Management Board