Home    Current Report 27/2014
   Temat:
CFI HOLDING S.A.: Completion of Private Subscription of Series I Shares

The Management Board of Intakus S.A. (the “Company”) acting pursuant to § 33 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities, in reference to current reports No. 18/2014 and 21/2014 of 20 February 2014, hereby provides information regarding the completion, on 26 February 2014, of the private subscription of Series I ordinary bearer shares (“Shares”), with the exclusion of the pre-emptive rights of existing shareholders.

The shares were offered in a private subscription, which did not require the preparation of a prospectus, and were fully taken up by the designated recipients. The subscription was conducted under resolution No. 4 of the General Meeting of Shareholders dated 19 February 2014 regarding the exclusion of pre-emptive rights of existing shareholders in respect of Series I, J, and K shares, the increase of share capital with exclusion of pre-emptive rights via issuance of Series I, J, and K shares, and amendments to the Company’s Articles of Association, as previously reported in current report No. 18/2014. Series I shares will be subject to dematerialization and application for admission to trading on the regulated market of the Warsaw Stock Exchange.

  1. The subscription was private, conducted by the Company offering shares and the designated recipients accepting the offer (Art. 431 §2 point 1 of the Commercial Companies Code). The subscription period was from 20 February 2014 to 27 February 2014, but, since all Series I shares were subscribed, the subscription was closed on 26 February 2014.

  2. The issuance was executed through private subscription, meaning the subscription agreements were concluded upon the offer and full acceptance by designated recipients. No allocation under Art. 434 of the Commercial Companies Code occurred; all shares were subscribed upon conclusion of subscription agreements on 26 February 2014.

  3. The private subscription covered up to 36,249,998 (thirty-six million two hundred forty-nine thousand nine hundred ninety-eight) Series I ordinary bearer shares with a nominal value of PLN 0.01 (one grosz) each.

  4. The offer was not divided into tranches; the subscription was conducted without reduction.

  5. No formal subscription records were kept for the private subscription.

  6. All 36,249,998 Series I shares were fully subscribed.

  7. The issue price for Series I shares was PLN 0.01 (one grosz) per share.

  8. No formal subscription records were maintained.

  9. Subscription agreements were concluded with two legal entities – Naruwe Limited, based in Nicosia, Cyprus, and Phimage Limited, based in Nicosia, Cyprus.

  10. Series I shares were not subscribed through sub-underwriters, and no sub-underwriting agreements were concluded.

  11. The total value of the subscription amounted to PLN 362,499.98 (three hundred sixty-two thousand four hundred ninety-nine zloty 98 groszy).

  12. Total issuance costs of Series I shares amounted to PLN 2,000 net. Accordingly, the net proceeds from the issuance amount to PLN 362,499.98, reduced by the issuance costs. Costs incurred prior to the registration of the share capital increase are treated as prepaid expenses; after registration, they will be included in financial costs and reflected in the Company’s income statement.

  13. The average cost of the subscription was 0.006 grosz per share subscribed.