54/2017: Conclusion by PBG’s subsidiary of agreement for placement of individual pre-emptive rights on RAFAKO S.A. Series K shares
The Management Board of PBG S.A. (“PBG”, the “Company”) announces that on November 8th 2017 PBG’s subsidiary, Multaros Trading Company Limited of Limassol, Cyprus (“MTC”), together with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie and Trigon Dom Maklerski S.A. of Kraków (jointly referred to as the “Banks”) concluded an agreement for placement of individual pre-emptive rights on Series K shares in RAFAKO S.A. (the “IPRs”) (the “Agreement”), which arose in connection with: (i) MTC’s holding of 34,800,001 shares in RAFAKO S.A. (“RAFAKO”), and (ii) a public offering of 42,500,000 new Series K ordinary shares in RAFAKO, with pre-emptive rights in favour of the existing shareholders of RAFAKO, and the admission and introduction of the IPRs to trading on the regulated market operated by the Warsaw Stock Exchange (the “WSE”).
Under the Agreement, the Banks agreed to solicit investors and to intermediate between MTC and investors in the accelerated book build process for MTC’s 17,254,649 IPRs, at a sale price determined based on the placement results. Pursuant to the Agreement, the offering of the IPRs will not constitute a public offering within the meaning of Art. 3.1 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz. U. of 2016, item 1639, as amended), and will be directed to fewer than 149 investors. The accelerated bookbuild process for the IPRs is scheduled to commence on November 8th 2017 and to close on November 9th 2017.
The Agreement includes customary conditions precedent and subsequent, as well as termination terms, relating to force majeure events, and the accuracy, reliability and completeness of representations and warranties made by MTC in the Agreement.
The Agreement also includes representations by MTC, as usually made in agreements of this type, and MTC’s undertaking to indemnify the Banks against specified claims, liabilities and expenses which may be sought from or incurred by the Banks in connection with the offering of the IPRs.
The Company further announces that, in accordance with the WSE Management Board’s Resolution, the IPRs will be listed on November 9th–November 14th 2017.
Pliki:
current report 54/2017 (.pdf - 40,15 kB)