RB 34/2018: Disposal (further resale) of the Company’s treasury shares


Not for dissemination, publication or distribution, whether directly or indirectly in the territory of or to the United States of America, Australia, Canada, Japan or any other jurisdiction where it could be subject to restrictions or be prohibited by law.

With reference to current reports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018 and No. 33/2018 of 10 May 2018, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the „Company”, the “Issuer”) hereby informs that on 15 May 2018, pursuant to a resolution of the Company’s Extraordinary General Meeting held on 20 April 2018 authorizing the Management Board of the Company to sell (further resell) the Company’s treasury shares (the “Treasury Shares Resale Resolution”), the Company conducted the sale, in the form of block trades on a regulated market operated by the Warsaw Stock Exchange, the settlement of which shall occur not later than 17 May 2018, of 100,000 (one hundred thousand) treasury shares of the Company, representing 100,000 (one hundred thousand) votes at the Company’s general meeting, accounting for approximately 3.74% of the Company’s share capital and vesting the right to exercise approximately 3.74% of the total number of votes at the Company’s general meeting (the „Treasury Shares”), with the aggregate value, understood as the product of the number of Treasury Shares sold and the Treasury Shares’ sale price of PLN 1,035.00 (one thousand thirty-five hundred) per one Treasury Share, amounting to PLN 103,500,000.00 (one hundred three million five hundred thousand), (the “Treasury Shares Sale”).

Prior to effecting the Treasury Shares Sale, the Company held 108,448 (one hundred eight thousand four hundred forty-eight) treasury shares, representing  108,448 (one hundred eight thousand four hundred forty-eight) at the Company’s general meeting, accounting for approximately 4.05% of its share capital and vesting the right to exercise approximately 4.05% of the total number of votes at the Company’s general meeting, provided however that the Company did not exercise voting rights attached to treasury shares.

Following the effecting of the Treasury Shares Sale, the Company holds 8,448 (eight thousand four hundred forty-eight) treasury shares, representing 8,448 (eight thousand four hundred forty-eight) votes at the Company’s general meeting, accounting for approximately 0.32% of the Company’s share capital and vesting the right to exercise approximately 0.32% of the total number of shares at the Company’s shareholders’ meeting, provided however that the Company does not exercise voting rights attached to treasury shares.

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 the effecting of a disposal (further resale) of the Company’s treasury shares. 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 or any part thereof 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.

 

Data

Imię i Nazwisko

Stanowisko/Funkcja

2018-05-15

Izabela Walczewska-Schneyder

Członek Zarządu

2018-05-15

Adam Radzki

Członek Zarządu