INTENTION TO PURCHASE ACQUISITIONS OF THE COMPANY EXORIGO-UPOS SA WITH REGISTERED OFFICE IN WARSAW
IN THE FORWARD OF FORMULA REDUCTION, INCLUDING INFORMATION CONCERNING PREVIOUS PURCHASE,
annexed to the notification referred to in art. 82 par. 5 of the Act ("Information")
1. The content of the request with the indication of the legal basis
This request is announced in accordance with art. 82 par. 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2018, item 512, as amended) (the "Act") and the provisions of the Ordinance of the Minister of Finance of November 14, 2005 regarding the acquisition of shares in a public company by way of compulsory buy-back (Journal of Laws No. 229, item 1948) (the "Regulation").
As a result of the acquisition on June 28, 2018 by Jonitaco Holdings Limited ("The Seller)" based in Larnaca (Republic of Cyprus) 834.999 shares of the company Exorigo-Upos S.A. holds a total of 9,651,807 shares of the Exorigo-Upos S.A. with headquarters in Warsaw at ul. Kolejowa 5/7, 01-217 Warszawa entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS number 0000428347 ("Company"), constituting 96.52% of the Company's share capital and entitling to 96.52% of votes in the total number of votes at the General Meeting of the Company.
The Seller is not a party to the agreement referred to in art. 87 par. 1 point 5 of the Act. ("Agreement")
Therefore, the Requesting Party, pursuant to art. 82 section 1 of the Act, demands from other shareholders ("Minority Shareholders") holding a total of 348,193 Company shares, representing 3.48% of the Company's share capital and entitling to 3.48% of votes in the total number of votes at the General Meeting of the Company selling all their shares. shares in the Company ("Purchased Shares") ("Forced Redemption").
2. Name and surname or name (company), place of residence (registered office) and address of the party requesting the sale
Company: Jonitaco Holdings Limited
Head office: Larnaca
Address: Simou Menardou 8, Ria Court 8, 6015 Larnaca, Cyprus
3. Name and surname or name (company), place of residence (registered office) and address of the buyer
Solethe entity purchasing the purchased shares is the Selling Shareholder ("Buyer").
Data regarding the company, registered office and address of the Buyer are presented in point 2 above.
4. Company, registered office, address and telephone, fax and e-mail address of the intermediary entity
Company: TRIGON Dom Maklerski Spółka Akcyjna,
Registered office: Kraków,
Address: ul. Mogilska 65, 31-545 Kraków,
Telephone: 801 00 02 04, +48 12 38 48 058 (from mobile phones),
fax: +48 12 629 2 629
e- mail: [email protected]
5. Designation of shares subject to compulsory purchase and their number and type, with an indication of the number of votes at the general meeting, to which one share of the given type entitles, the amount of the company's share capital and the total number of its shares < br /> All Compulsory Shares, ie 348,193 shares in the Company, with a nominal value of PLN 7.38 each, constituting 3.48% of the share capital of the Company and entitling to 3.48% of votes in the total number of votes at the general meeting of the Company, are subject to Compulsory Buyout. . Each share gives the right to one vote at the general meeting of the Company.
The Shares purchased are dematerialized and marked by the National Depository for Securities S.A. ("KDPW") with the ISIN code PLGEXUP00013. The purchased Shares are introduced to trading on the NewConnect market, an alternative trading system organized by the Warsaw Stock Exchange SA ("NewConnect") and marked with the abbreviation "GEU".
The share capital of the Company is 73,800,000 PLN and is divided into 10,000,000 shares entitling to 10,000,000 votes at the General Meeting of the Company. 6. Percentage of votes from shares subject to compulsory purchase and the corresponding number of shares.
Purchased Shares entitle their holders to exercise 3.48% of the total number of votes at the general meeting of the Company, which corresponds to 348,193 shares of the Company.
7. Determine the proportion in which the shares will be acquired by each of the entities purchasing shares - if the shares intends to acquire more than one entity
Not applicable. The only entity purchasing the Purchased Shares under the Compulsory Buyout is the Selling Shareholder. 8. The buy-out price, determined separately for each type of share with identical voting rights - if the shares subject to compulsory buy-out differ in terms of the number of votes forto the general meeting to which the share of the given type entitles
The Redemption Price is 10.40 PLN (in words: ten zlotys and forty cents) for one Redeemable Action ("Redemption Price"). Because all the Shares purchased entitle to the same number of votes at the General Meeting of the Company, the Redemption Price is the same for each Redeemed Share.
9. The price determined in accordance with art. 79 paragraph 1-3 of the Act on Offerings, from which a redemption price may not be lower, specified separately for each type of shares with identical voting rights - if the shares subject to compulsory buy-out differ in terms of the number of votes at the general meeting, which the share entitles to of a given type, with an indication of the grounds for determining this price.
The Redemption Price indicated in point 8 above, is not lower than the minimum price specified by law and in particular meets the conditions set out in Article 79 paragraph 1-3 of the Act in connection with art. 82 par. 2 of the Act.
Fair value of the Shares purchased pursuant to art. 79 paragraph 1 point 2 of the Act in conjunction from art. 28 para. 6 p. 2 of the Accounting Act of 29 September 1994 (Journal of Laws of 2016, item 1047), ie the fair value of financial instruments traded on an active market being the market price less costs associated with the transaction, if their amount was significant, at the close of the last session on NewConnect preceding the announcement of the Forced Redemption request PLN 10.30 (in words: ten zlotys and thirty groszy). For the purpose of determining the above-mentioned fair value of the Shares purchased, the costs related to the transaction were not material.
The Redemption Price is also not lower than the highest price that the Buyer, the entities in its possession paid within the 12 months preceding the announcement of this Information, which is PLN 10.40 (say: ten zlotys and forty groszy). In addition, in the period of 12 months preceding the publication of this Buyer Information, entities that were in its possession did not acquire the Company's shares in exchange for non-cash benefits.
Because the Redeemed Shares entitle to the same number of votes at the General Meeting of the Company, the Redemption Price is the same for each Redeemed Share.
10. The percentage number of votes attached to shares and the corresponding number of shares it ownsrequesting a sale
The Selling Shareholder owns 9.651.807 shares of the Company, representing 96.57% of the Company's share capital and entitling to 96.52% of votes at the General Meeting of the Company.
11. Indication of subsidiaries of the demanding or dominant seller and entities that are parties to the agreement concluded with it, referred to in art. 87 par. 1 point 5 of the Act, and the type of connections between these entities and the demand for sale - if the requesting the sale reached together with these entities the number of votes from the share authorizing the compulsory buyout
The Selling Shareholder has independently obtained from the direct shares of the Company held, the number of votes authorizing him to request the Compulsory Redemption pursuant to art. 82 par. 1 of the Public Offering Act.
12. The percentage of votes attached to shares and the corresponding number of shares held by each of the entities referred to in point 11.
The Selling Shareholder owns 9.651.807 shares representing 96.52% of the share capital of the Company and entitling to 96.52% of votes at the General Meeting of the Company.
13. Starting compulsory buy-back day
7 August 2018.
14. Maturity day
August 9, 2018.
15. An instruction that the owners of shares are dematerialized in accordance with pursuant to the provisions of the Act of 29 July 2005 on Trading in Financial Instruments, they will be deprived of their rights from shares by recording, on the day of redemption, shares subject to mandatory redemption on the securities account of the buyer
Note that in accordance with the Act of On 29 July 2005 on trading in financial instruments (consolidated text of 12 September 2016, Journal of Laws of 2016, item 1636, as amended) on the day of redemption indicated in item 14 above, Minority Shareholders will be deprived of the Rights from Repurchase The shares will take place by way of saving the Taken Up Shares subject to Compulsory Buyout on the Buyer's securities account.
16. Place and date of issuing shares subject to compulsory purchase by their owners, together with instruction that they may be deprived of their rights from shares by invalidating the share document in the manner specified in § 8 - in the case of actions in the form of a document /> Not applicable. All Redeemed Shares being the Subject of the Redemption are dematerialized.
17. Place, date and method of payment for the purchased shares
Payment of the Redemption Price for the Redeemed Shares will take place on the day of redemption specified in point 14 above by recognizing the cash account used to service the securities account of each Minority Shareholder with an amount equal to the product of the number of the Shares that have been subscribed for on this securities account of a given Minority Stockholder on the day of redemption and the Redemption Price indicated in item 8 above. The payment will be made in accordance with the relevant regulations of the KDPW, with the participation of a KDPW participant keeping the securities account of a given Minority Stockholder.
18. A note on the submission to the intermediary of certified copies of deposit certificates or share documents or certificates issued as proof of the shareholding with a notary public, in a bank or investment firm confirming the number of votes from the share entitling to compulsory buyout.
He filed the sale at Trigon Dom Maklerski SA original of the deposit certificate for 9,651,807 shares of the Company entitling to 96.52% of the total number of votes at the General Meeting of the Company. i. The above share in the total number of votes in the Company entitles to carry out a Forced Redemption pursuant to art. 82 par. 1 of the Act.
19. A note about the establishment of the security referred to in art. 82 par. 4 of the Act, for a period not shorter than the end of the payment date of the redemption price, with an indication of whether the payment will be made using this security in accordance with § 6 para. 2 of the Regulation
Prior to the Notice of Compulsory Buyout, the Buyer has established a security in the form of a block of cash in an amount not less than 100% of the Redemption Price, for a period not shorter than the date of payment of the Redemption Price. The payment for the Shares to be Redeemed will be made using the funds constituting the collateral in the form of money, in accordance with the Regulation.
Source: company website, investor relations, current and periodic reports.