RB: 46/2022
Date: 14 November 2022
Notification from three shareholders of the Company regarding the commencement of the sale of a portion of their shares through an accelerated book-building process
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

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.
The Management Board of Benefit Systems S.A. (the “Company”) announces that on 14 November 2022, it was notified by the Company’s shareholders, James Van Bergh, Benefit Invest Limited and Fundacja Drzewo i Jutro (the “Shareholders”) (the “Notification”), that after the submission of the Notification, an accelerated book-building process directed to selected investors meeting specified criteria, i.e. (i) in Poland, and (ii) outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, exclusively to: (a) qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) (including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) or to (b) investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for which reason (and in each case) the requirement to publish a prospectus will not apply, in accordance with Articles 1(4)(a) and/or 1(4)(d) of the Prospectus Regulation (the “ABB”) will begin. The purpose of the ABB will be the sale by the Shareholders of approximately 160,000 dematerialised ordinary bearer shares in the Company constituting approximately 5.45% of the shares in the Company's share capital and representing approximately 5.45% of the total number of votes in the Company (the “Sale Shares”).
Santander Bank Polska S.A. - Santander Biuro Maklerskie acts as the sole global coordinator and the sole bookrunner in connection with the ABB.
Pursuant to the Notification:
•    The book-building process will begin immediately and can be completed at any time.
•    The sale price and the final number of the Sale Shares, including the final number of the Sale Shares to be sold by each Shareholder, will be announced after the closing of the book-building process.
•    The Shareholders reserve the right to change the terms and dates of the ABB at any time, to suspend the ABB, and/or to cancel the ABB at any time.
•    Mr. James Van Bergh and Benefit Invest Limited intend to use the proceeds from the sale of shares in the Company to continue supporting their venture investments in Canada through “Good & Well” boutique investment firm founded by Mr. James Van Bergh in 2014, while Fundacja Drzewo i Jutro is to continue financing its statutory activity. For those purposes, the Shareholders have decided to conduct the sale by way of an ABB instead of recurrent, smaller sales of shares, which occurred in the past. At the same time, the Shareholders maintain their positive outlook on the Company’s prospects and are jointly going to remain a significant shareholder. Meanwhile, Mr. James Van Bergh will continue his involvement in the Company’s development at the level of the Company’s supervisory board.
•    In connection with the ABB, the Shareholders have undertaken, subject to standard practice exceptions, to comply with a lock-up undertaking in respect of the shares remaining in the Company for a period of 360 days from the date of the settlement of the sale transactions of the Sale Shares within the ABB.
This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
Neither this material nor any part hereof is 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 (the “U.S. Securities Act”), 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 U.S. Securities Act.
This material (and the information therein) does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company.