25/2017: Delivery of Series I shares and increase of Company’s share capital
The Management Board of PBG S.A. (the “Company”, “PBG”) reports that on June 13th 2017, following court registration of share capital increase effected in connection with the issue of Series H shares, in performance of Resolution No. 2 of the Extraordinary General Meeting of July 31st 2015 on conditional increase of the Company’s share capital through the issue of Series I ordinary bearer shares, with the pre-emptive rights of the Company’s existing shareholders waived in full, on the issue of Series A subscription warrants, with the pre-emptive rights of the Company’s existing shareholders waived in full, and on amending the Company’s Articles of Association (“Resolution No. 2”) (published in Current Report No. 24/2015 of July 31st 2015), amended by Resolution No. 2 of the Extraordinary General Meeting of January 16th 2017 to amend Resolution No. 2 of the Extraordinary General Meeting of July 31st 2015 (the “Amending Resolution”) (published in Current Report No. 1/2017 of January 16th 2017), adopted in connection with the Arrangement made between the Company and its Creditors:
i) Mr Jerzy Wiśniewski, holding 38,540,895 (thirty-eight million five hundred forty thousand eight hundred ninety-five) Subscription Warrants, on June 13th 2017, pursuant to Resolution No. 2 and the Amending Resolution, exercised the rights attached to 6,347,706 (six million three hundred forty-seven thousand seven hundred six) Subscription Warrants, thus acquiring, on June 13th 2017, 6,347,706 (six million three hundred forty-seven thousand seven hundred six) Series I Shares,
ii) the cash contribution to cover the issue price of the acquired 6,347,706 (six million three hundred forty-seven thousand seven hundred six) Series I Shares was made in full in accordance with the Arrangement through a set-off of the Company’s and Mr Jerzy Wiśniewski’s mutual claims,
iii) on June 13th 2017 the Company delivered to Mr Jerzy Wiśniewski the share certificates of the acquired 6,347,706 (six million three hundred forty-seven thousand seven hundred six) Series I Shares.
As a result, in line with the Arrangement, Mr Jerzy Wiśniewski’s interest in the Company’s share capital increased to 23.61%.
Thus, pursuant to Art. 452 of the Commercial Companies Code the Company’s Management Board reports that the share capital of the Company is PLN 16,081,011.82 (sixteen million, eighty-one thousand, eleven złoty and eighty-two grosz) and is divided into 5,700,000 (five million, seven hundred thousand) Series A shares, 1,500,000 (one million, five hundred thousand) Series B shares, 3,000,000 (three million) Series C shares, 330,000 (three hundred thirty thousand) Series D shares, 1,500,000 (one million, five hundred thousand) Series E shares, 1,400,000 (one million, four hundred thousand) Series F shares, 865,000 (eight hundred sixty-five thousand) Series G shares, 776,948,780 (seven hundred seventy-six million, nine hundred forty-eight thousand, seven hundred eighty) Series H shares, and 12,806,811 (twelve million, eight hundred six thousand, eight hundred eleven) Series I shares.
The conditional share capital increase was registered on November 14th 2016 to grant to Mr Jerzy Wiśniewski, the Company’s founder, the rights to acquire Series I Shares in exercise of his Series A subscription warrants, which were issued under Resolution No. 2 to enable the Company to carry into effect the provisions of the arrangement approved and sanctioned by the court in the course of the insolvency proceedings initiated against the Company by way of a decision of the District Court of Poznań-Stare Miasto in Poznań, 11th Commercial Insolvency and Arrangement Division, of June 13th 2012, to declare the Company insolvent in voluntary arrangement. The Company announced the successful issue of Series I shares in Current Report No. 3/2017 of January 25th 2017.
Pliki:
current report 25/2017 (.pdf - 41,86 kB)