Disclosure of delayed confidential information on the adoption, by the Management Board of CCC S.A., of a resolution made by the Company CCC S.A. on making analyses and works needed for the preparation and taking possible actions to increase the Company's share capital by no less than 20% through the issue of ordinary shares
(Current Report No 7/2020)
18 March 2020 /Issuer/
Legal basis:
Article 17sec. 1 and 4 of MAR - confidential information
Management Board of CCC S.A. ("Issuer", "Company"), acting pursuant to Article 17 sec.1 and 4 of Regulation No. 596/2014 of the European Parliament and Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing the Directive 2003/6/WE of the European Parliament and Council as well as Commission Directives 2003/124/WE, 2003/125/WE and 2004/72/WE (the "MAR Regulation"), hereby provides the delayed confidential information on the adoption, by the Management Board of CCC S.A., of a resolution made by the Company CCC S.A. on making analysis and works needed for the preparation and taking possible actions to increase the Company’s share capital by no less than 20% through the issue of ordinary shares ("Confidential Information").
Pursuant to Article 17 sec. 4 of the MAR Regulation, the disclosure of this confidential information to the public was delayed on 16th March 2020.
Content of delayed confidential information:
"The Management Board of the Issuer informs that on 16th March 2020 it adopted a resolution made by the Company CCC S.A. ("Company") on making analyses and works for the purposes of preparation and possible actions so as to increase the Company’s share capital by no less than 20% through the issue of ordinary shares.
The Management Board of the Company has decided that the Company will undertake detailed analyses and work to prepare and possibly take steps to increase the Company's share capital by no less than 20% through the issue of ordinary shares.
The Management Board has decided to carry out economic and legal analyses aimed at possible legal and economic structures enabling the issue of shares, including the issue of shares without the need to draw up an issue prospectus, as well as work on documentation for the issue of shares, including draft resolutions of the Company's bodies.
The Management Board of the Company also has decided to discuss with the Supervisory Board the issue of new shares, the restrictions on the non-prospectus admission of shares, and the possible participation in the Company's shareholders' offer.
Reasons for delaying the provision of Confidential Information:
In the opinion of the Issuer's Management Board, the delay in the provision of Confidential Information fulfilled the conditions set out in the MAR Regulation and the guidelines of the European Securities and Markets Authority concerning the Market Abuse Regulation of 20th October 2016 issued pursuant to Article 17 sec. 11 of the MAR Regulation at the time of making the decision on the delay.
In the opinion of the Management Board of the Issuer, immediate disclosure of the Confidential Information at this stage of the initial activities carried out by the Company, which constitute a stage of the process extending in time, aiming at the issue of shares, could violate the legally justified interests of the Company and its capital group by having a negative impact on its course, and even result in the lack of possibility of its successful completion in the future.
Moreover, the actions of the Management Board needed to be discussed with the Supervisory Board. The meeting of the Supervisory Board was convened for 18th March 2020.
The occurrence of any of the above circumstances could have a negative impact on the possibility of achieving its business and financial goals by the Issuer, furthermore, the probability of actual issuance was unknown at the time of making the decision on delay.
In the opinion of the Management Board of the Company, there were no indications that the delay in the disclosure of the Confidential Information in question could mislead the public, in particular due to the lack of earlier public announcements on the part of the Company in the matter to which the Confidential Information relates (with particular reference to the lack of announcements excluding the possibility of issuing shares). Premature publication of the Confidential Information could mislead investors as to the likelihood and conditions of a potential share issue and could result in an incorrect assessment of the information and its potential impact on the value of the Issuer by the public.
Concurrently, the Issuer's Management Board ensures that it has taken the steps required by the MAR Regulation to maintain the confidentiality of the delayed Confidential Information until it is made public, in particular through the internal procedures for the circulation and protection of information implemented at the level of the Company's capital group. At the time of the decision to delay the disclosure of Confidential Information to the public, pursuant to Article 18 of the MAR Regulation, a list of persons having access to the Confidential Information was drawn up, which was monitored on an ongoing basis and updated if necessary.
Confidential information was delayed until 18th March 2020.
Bearing in mind the legitimate interests of the Issuer and its shareholders, and meeting the legal requirements of the MAR Regulation, the Issuer will, in a separate report, provide information on subsequent actions, if such information will have the value of confidential information.
Pursuant to the third subparagraph of Article 17 sec 4 of the MAR Regulation, as soon as the delayed confidential information is made public, the Issuer will inform the Polish Financial Supervision Authority
on the delay of the disclosure of confidential information, together with an indication that the conditions for such delay are met, in accordance with Article 4 sec. 3 of the executive regulation of European Committee No. 2016/1055.
The delayed Confidential Information will not be revealed to the public, if it loses the value of the Confidential Information before the date of its publication, especially as a result of the Issuer's withdrawal from the implementation of the company capital increase through the issue of shares.
Signatures:
1/ Marcin Czyczerski - President of the Management Board
2/ Karol Półtorak - Vice-President of the Management Board