19/2015: Decision not to exercise the Subscription Right to new RAFAKO S.A. shares and the related Representations.
The Management Board of PBG S.A. w upadłości układowej (in company voluntary arrangement; the “Company” or “PBG”) announces that on June 9th 2015 the Management Board resolved not to exercise the subscription right (“Subscription Right”) under the private placement (“Private Placement”) of new Series J shares issued by the subsidiary RAFAKO S.A. of Racibórz (“RAFAKO”), and not to exercise the right to participate in the Private Placement, irrespective of the final terms and conditions of the Private Placement. The PBG Management Board also made a representation to the effect that the Company waives all its rights and claims with respect to the Private Placement.
The Private Placement and the grant of the Subscription Right to PBG were announced by RAFAKO on May 13th 2015 in Current Report No. 9/2015 on Resolution No. 47 passed by the RAFAKO Management Board on May 13th 2015 and concerning an increase of the RAFAKO share capital within the authorised capital by way of issue of Series J ordinary bearer shares, full waiver of pre-emptive rights to series J shares, and amendment to the RAFAKO Articles of Association. The resolution was adopted on the basis of the share capital increase authorisation given to the Management Board under Resolution No. 2 of the RAFAKO Extraordinary General Meeting of March 24th 2014, concerning amendment of the RAFAKO Articles of Association, and in connection with the authorisation given to the RAFAKO Management Board to waive the pre-emptive rights.
Under the resolutions referred to above, PBG was entitled to participate in the RAFAKO Private Placement, in which the RAFAKO Management Board was authorised to offer no fewer than one (1) and no more than 15,331,998 new Series J ordinary bearer RAFAKO shares with a par value of PLN 2 per share to each shareholder holding at least 10% of RAFAKO shares, by way of a private placement, with the pre-emptive rights of the existing RAFAKO shareholders waived.
PBG was entitled to exercise the Subscription Right because on the date of the resolution of the RAFAKO Extraordinary General Meeting PBG held directly 11.01% of RAFAKO shares.
The Company Management Board further announces that also the Company’s subsidiary Multaros Trading Company LTD, holding 50% of shares + 1 vote in the RAFAKO share capital, submitted a representation that it will not exercise the Subscription Right to RAFAKO’s Series J shares, acting in accordance with the instruction from the PBG Management Board.