RB 33/2018
Date: 2018-05-10
Subcject: Determination of the issue price of ordinary bearer series F shares in the Company and the sale price of the treasury shares of the Company; entering into the pricing supplement to the Placement Agreement
Legal basis: Article 17, paragraph 1 of MAR - confidential information


Determination of the issue price of ordinary bearer series F shares in the Company and the sale price of the treasury shares of the Company; entering into the pricing supplement to the Placement Agreement

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

Further to current reports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April 2018 and No. 28/2018 of 20 April 2018 and No. 31/2018 of 8 May 2018, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”, the “Issuer”) hereby informs that acting pursuant to § 3 Section 1 letter a) of the resolution of the Extraordinary General Meeting of 20 April 2018, on the increase in the share capital of Benefit Systems Spółka Akcyjna by way of issuing ordinary bearer Series F Shares (the “Series F Shares”), on entirely depriving the existing shareholders of their pre-emptive subscription rights with respect to all Series F Shares, on amendments to the Articles of Association of the Company and the seeking of admission to trading and the introduction of the Series F Shares and the rights to Series F Shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), as well as on the dematerialization of the Series F Shares and the rights to the Series F Shares (the “Resolution on the Issue of Series F Shares”), taking into account the results of the book-building process, with an objective to maximize the proceeds of the issuance of the Series F Shares and having regard to the fact that the set issue price of the Series F Shares shall not be lower than the trading volume weighted arithmetic mean of the average daily prices of the Company’s shares in the period of 1 through 28 February 2018 less 10%, the issue price of the Series F Shares was set at PLN 1,035 (one thousand thirty five) per one Series F Share.

The Management Board of the Company also informs that acting pursuant to § 3 Section 1 letter d) of the Resolution on the Issue of Series F Shares, in connection with the completion of the book-building process for the Series F Shares, it has set the total number of the Series F Shares that will be offered to the participants in the book-building process who declared interest in subscribing for the Series F Shares, subject to the provisions of the Resolution on the Issue of the Series F Shares, at 184,000 (one hundred eighty four thousand).

The Management Board intends to enter into the subscription agreements for the Series F Shares no later than by 16 May 2018.

Furthermore, the Management Board, acting pursuant to § 2 Section 1 letter a) of the resolution of the Extraordinary General Meeting of 20 April 2018 on the authorization granted to the Management Board of the Company to sell (further resell) the Company’s treasury shares (the “Treasury Shares”) (the “Treasury Shares Resale Resolution”), taking into account the results of the book-building process, with an objective to maximize the proceeds of the issuance of the sale of the Treasury Shares and having regard to the fact that the set sale price of the Treasury Shares shall not be lower than the trading volume weighted arithmetic mean of the average daily prices of the Company’s shares in the period of 1 through 28 February 2018 less 10%, has set the sale price of the Treasury Shares at PLN 1,035 (one thousand thirty five) per one Treasury Share.

In connection with the completion of the book-building process for the Treasury Shares, the Management Board of the Issuer, acting pursuant to § 2 Section 1 letter d) of the Treasury Shares Resale Resolution, set the total number of Treasury Shares to be offered to the participants of the book-building process who declared interest in acquiring the Treasury Shares, subject to the provisions of the Treasury Shares Resale Resolution, at 100,000 (one hundred thousand).

The Management Board intends to conduct the sale of the Treasury Shares on 15 May 2018 by way of block-trades on the regulated market of the Warsaw Stock Exchange, which will be settled no later than on 17 May 2018.

The Management Board of the Issuer also informs that on 10 May 2018, the Company entered in to the Pricing Supplement to the Placement Agreement of 8 May 2018, executed by the Company, Pekao Investment Banking S.A. and Wood & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce (the “Pricing Supplement”). Under the Pricing Supplement, the Parties defined the issue price of the Series F Shares, the sale price of the Treasury Shares, the number of Series F Shares offered and the number of Treasury Shares offered, as provided by this current report, as well as an initial allocation list of the Series F Shares and the Treasury Shares to selected investors who satisfy the criteria to be considered as Eligible Investors, as set forth in the Resolution on the Issue of Series F Shares or, as the case may be in the Treasury Shares Resale Resolution.

Disclaimer:

This current report was prepared in accordance with Article 17 Section 1 of Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on: (i) setting the issue price of the ordinary bearer series F shares of the Company and the sale price of the treasury shares of the Company, (ii) setting the number of series F shares and treasury shares to be offered by the Company for, subscription or purchase, as the case may be, and (iii) the Company entering into the Pricing Supplement to the Placement Agreement. This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares or the sale of the treasury shares of the Issuer, and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or the treasury shares or their resale or for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares or subscribe for the new shares. The Company has not published any materials aimed at promoting the new shares or their subscription or sale of the treasury shares of the Issuer.

This material is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This current report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this current report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence. Under no circumstances is this current report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made in accordance with applicable Canadian law and under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.