Current report no. 39/2015
Title:
Registration of conditional increase of the share capital and the authorized capital
Legal basis:
Art. 56 sec. 1 point 2 of the Act on Public Offering – current and periodical information
Message:
The Management Board of URSUS S.A. hereby informs that on the 22 October 2015 the Issuer received the decision of the District Court for Lublin – East seated in Świdnik, of the 15 October 2015, on the basis of which in the National Court Register were registered the changes to the Company's Articles of Association made by the Extraordinary General Meeting of the 7 October 2015 with the resolutions no. 10/2015, 11/2015, 12/2015 and the conditional increase of the share capital by the amount of 8.900.000 PLN, adopted by means of the resolution no. 9/2015 of the Extraordinary General Meeting, together with the registration of the authorized capital. The content of the above-mentioned resolutions was transmitted in the current report no. 34/2015.
The conditional increase of the share capital by 8 900 000 PLN 15.000.000 was made under the resolution no. 9/2015 of the Extraordinary General Meeting concerning the conditional increase of the share capital of the company in order to grant shares of Q series to holders of the Subscription Warrants of series 2 issued by the Company entitling to take up Q series shares under the resolution no. 8/2015.
The conditional increase of the share capital, referred to above, will be implemented by issuing 8 900 000 (eight million nine hundred thousand) shares of series Q numbered from No. Q 00 000 001 to Q 8 900 000 with a nominal value of PLN 1.00 (one PLN) each and of the total nominal value 8 900 000 PLN (eight million nine hundred thousand PLN).
Series Q shares may be acquired by the holders of series 2 Warrants issued on the basis of the resolution no. 8/2015 from October 7, 2015 of the Extraordinary General Meeting concerning the issue of series 2 Warrants granting the right to acquire series Q shares and entirely excluding the existing shareholders from the subscription rights of acquiring series 2 Warrants in total.
Besides, the Court registered the authorized capital, adopted with the resolution no. 11/2015 of the Extraordinary General Meeting concerning changes to the Company's Articles of Association related to authorization of the Management Board to increase the Company’s share capital within the framework of the authorized capital by no more than 5 000 000 PLN.
The registered changes to the Articles of Association of URSUS S.A. (the uniform text is available at the Issuer’s website www.ursus.com.pl/Lad-korporacyjny), of which the Issuer reported in the current report no. 36/2015, consist of rewording §7 and adding §7 b i §7 c. The amended wording and new paragraphs are the following:
§ 7a
„1. The Company’s share capital shall be conditionally raised up to 8 900 000 PLN (eight million nine hundred thousand PLN).
2. The conditional increase of the Company’s share capital, which is described in Article 7a(1), shall be divided into not more than 8 900 000 (eight million nine hundred thousand) ordinary bearer shares of series Q with a nominal value of PLN 1.00 (one PLN) each and of the total nominal value not higher than 8 900 000 PLN (eight million nine hundred thousand PLN).
3. Series Q shares may be acquired by the authorised from series 2 Warrants emitted on the basis of the regulation no. 8/2015 from October 7, 2015 of the Extraordinary General Meeting concerning the emission of series 2 Warrants granting the right to acquire series Q shares and entirely excluding the existing shareholders from the subscription rights of acquiring series 2 Warrants in total.”
§ 7 b
„1. The Management Board is entitled to increase the Company’s share capital by the amount not higher than 5 000 000 PLN (five million PLN).
2. After examining the needs of the Company, the Management Board of the Company may issue an authorization, referred to in the Article 7b(1), by means of which it may increase the Company’s share capital once or more. The regulations of the Management Board concerning the price of the emission and the issuance of the shares in return for the non-cash contribution as well as other regulations regarding the realisation of the aforementioned authorisation, do not require the approval of the Supervisory Board.
3. The authorisation of the Management Board to increase the Company’s share capital within the framework of the authorized capital, shall expire two years after the date of entering the changes of the following Articles of Association into the register of entrepreneurs as approved by the regulation 11/2015 of the Extraordinary General Meeting on October 7, 2015.
4. The Management Board of the Company may issue shares by means of cash contributions, as well.
5. The Management Board is entitled to define the emission price of the new shares, the size of the emission and the legal entities authorised to acquire the new shares. The regulation of the Management Board stipulating the conditions of the emission, mentioned in the first sentence, does not require the approval of the Supervisory Board.
6. Within the applicable law, the Management Board decides independently on all other matters concerning the raise of the Company’s share capital within the framework of the authorized capital and the boundaries of this authorisation. In particular, but not exclusively, the Management Board is entitled to:
a) issuing shares in the form of a document;
b) concluding contracts concerning the stand-by and firm commitment underwriting or other agreements securing the success of the share emission;
c) adopting resolutions and undertaking other activities in order to dematerialise shares and conclude agreements with Krajowy Depozyt Papierów Wartościowych S.A. about the registration of shares, granting subscription or the pre-emptive rights;
d) adopting resolutions and undertaking other activities regarding share emission through a public offering or applying for admission of shares for trading on the regulated market, rights to shares or the pre-emptive rights.”
§ 7 c
㤠7 c
Following the approval of the Supervising Board of the Company, the Management Board may include or limit the pre-emptive rights on the new shares for the existing shareholders. The pre-emptive rights on the new shares concern the raise of the Company’s share capital within the framework of the authorized capital, Article 7b, on the basis of the authorisation granted to the Management Board. The approval of the Supervisory Board should be provided each time before the raise of the Company’s share capital within the framework of the authorised capital. The approval of the Supervisory Board, referred to in this paragraph, should be issued as a regulation adopted on the general rules determined in the present Articles of Association.”
After the Court’s registration of the conditional increase of the share capital and the authorized capital, the structure of the Issuer’s capital is the following:
Share capital amount: 41 180 000,00 PLN
Nominal value of the conditional increase of the share capital: 8 900 000,00 PLN
Value of the authorized capital: 5 000 000, 00 PLN
Nominal share value: 1,00 PLN
The general number of votes resulting from all issued shares as of the day of publication of this report is 41 180 000.
The Issuer will inform on the current basis about changes related to implementation of the conditional increase of the share capital and the authorized capital.
The resolutions concerning the adopted private subscription were not included in the above-mentioned application of the Issuer.
The legal grounds of transmission of the present report are § 5 sec. 1 point 9 in connection with § 15 of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities and the terms of finding as equivalent the information required under the laws of any non-member state (Journal of Laws, 2009 No. 33, point 259 with subsequent changes).
