Adoption of resolution on issuance of debt financial instruments by the Management Board
(Current report No. 61/2016)
09.12.2016 /Issuer/
Legal basis:
Art. 17 paragraph 1 of the MAR – confidential information
The Management Board (the “Management Board”) of CCC S.A. (the “Company”) hereby gives notice that on 9 December 2016 the Management Board adopted a resolution on obtaining on international markets additional, long-term capital for the Company in order to carry out its statutory objectives, including financing the further development of the Company’s capital group (the “Company Group”) both in Poland and abroad. The solution considered for obtaining additional capital is to carry out an issuance of bonds by the Company’s subsidiary and/or the Company itself to be issued pursuant to Polish or foreign law (the “Bonds”) convertible into new or existing ordinary shares of the Company (the “Shares”). The Management Board assumes that the total estimated aggregate principal amount of the Bonds may amount to approximately EUR 150 million; however the final aggregate principal amount will depend on the market conditions relevant to the issuance of such bonds at the relevant time. The issuance of long-term Bonds in EUR will have a positive impact on the further diversification of the sources and currency of financing for the Company Group, extend the maturity period of the Company Group’s indebtedness, as well as on the base of investors interested in securities issued by the Company.
Part of the net proceeds from the issuance will be used to carry out a buy-back of the Company’s own shares, subject to the appropriate consent of the General Meeting, and the bought-back shares will be redeemed or delivered to holders of the Bonds.
At this stage, the Management Board is considering either a direct issuance of the Bonds by the Company or an issuance of the Bonds through one of the subsidiaries being a member of the Company Group (the “Subsidiary”). Should a decision be made that the Bonds will be issued by the Subsidiary, the Company will unconditionally and irrevocably guarantee the due and punctual performance by the Subsidiary of all of its payment obligations in respect of the Bonds and the obligation to deliver the Company’s shares to holders upon the exercise of their right to convert the Bonds. In such case part of the net proceeds of the issuance of the Bonds would also be applied as additional capital for the Subsidiary. The Management Board considers the issuance of the Bonds under the Polish or foreign laws, depending upon the final decision concerning the remaining elements of the whole transaction structure.
The planned structure of the issuance of the Bonds assumes the possibility of the Bonds being converted at the option of the holders into Shares, subject to certain terms and conditions and at a price which will be initially determined pursuant to the terms and conditions of the Bonds (and will be subject to customary adjustments). Hence, the Management Board intends to undertake actions to ensure that the Company or the Subsidiary or, as the case may be, will be able to deliver Shares to the holders of the Bonds upon conversion.
Bearing in mind that the buy-back value of own shares will be limited, in the opinion of the Management Board it is necessary to introduce a solution to secure the delivery of the new shares to the holders of the Bonds. Due to the above, the Management Board intends to put forward a proposal to the General Meeting concerning the adoption of a resolution on a conditional increase in the share capital of the Company, under which new shares may be issued, which in turn will be delivered to the holders of the Bonds exercising their conversion rights. On exercise of the conversion rights, the holder will receive registered subscription warrants entitling the holder to subscribe for the Company’s new shares, excluding the preemptive rights of the remaining shareholders (the “Warrants”).
With respect to the above, the Management Board also intends to ask the General Meeting for consent and authorization to buy-back own shares of the Company , inter alia with proceeds from the issuance of the Bonds, for a price not exceeding PLN 300 million. and until the end of 2019. The draft provides for a buy-back of own shares on the regulated market or on the OTC market (e.g. subject to a tender offer), through a brokerage house or directly by the Company or the Subsidiary. The final decision of the Management Board would be based on the current financial situation of the Company or the Subsidiary and the market price of the Company’s shares.
The mechanisms described above would enable the Company to exercise greater control over the settlement of the Bonds.
The Management Board assumes that the Bonds will be issued for a period of five or seven years. It is also being planned that the Bonds could be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange, which would also strengthen the Company’s profile and its recognition on the German market. The contemplated structure of the Bonds, the issue of which will be addressed to the international market, will facilitate obtaining new foreign institutional investors and enable diversification of the sources of capital available to the Company.
Pursuant to current market practice, the documents concerning the planned issuance of the Bonds will include a clause concerning accelerated repayment of the Bonds upon their holders’ request in certain circumstances, including, in case of any change of control over the Company. To this effect, as well as in order to protect the interests of the Company’s minority shareholders, the Management Board intends to provide the Extraordinary General Meeting with a draft resolution on amending the Statute and limiting the voting rights of shareholders holding over 20% of the total number of votes at the General Meeting of the Company, pursuant to the provisions of Article 411 § 3 of the Code of Commercial Companies. Limiting the right to vote will not apply to an entity (or entities) which as at the date of such resolution hold(s), together with parent companies and subsidiaries, the Company’s shares authorising the exercise of over 20% of the total number of votes. Additionally, such restriction will also not apply in case of an announcement of a public tender offer to subscribe for the sale of 100% of the Company’s remaining shares, referred to in Article 74 § 1 of the Act on Public Offer (the “Tender Offer”), with respect to an entity (or entities) that exceed(s) the threshold of 50% of the total number of votes at the Company’s General Meeting by way of such Tender Offer, offering to all investors the possibility of selling the Company’s shares.
Drafts of the resolutions of the Extraordinary General Meeting proposed by the Management Board related to the above resolution will be made public in a separate report.