11-10-2023 17:09:27 | Current | EBI | 22/2023
The Management Board of Mycodern S. A. with its registered seat in Gdańsk (the “Company”) informs that on October 11, 2023, pursuant to the authorization contained in §5a of the Articles of Association, it adopted a resolution on increasing the Company’s share capital within the limits of authorized capital through the issuance of series E ordinary bearer shares in a closed subscription (with preservation of preemptive rights for existing shareholders) and on amending §5 of the Company’s Articles of Association (the “Resolution”).
By means of the Resolution, the Management Board increased the Company’s share capital by an amount not exceeding PLN 638,531.70, i.e. from PLN 6,385,317.00 to an amount not exceeding PLN 7,023,848.70.
The increase in the Company’s share capital shall be effected through the issuance of no more than 6,385,317 ordinary series E bearer shares with a par value of PLN 0.10 (ten cents) each (“Series E Shares”).
Series E shares will be fully covered by cash contributions made prior to registration of the Company’s share capital increase. The issue price of Series E Shares was set at PLN 0.65. Pursuant to § 5a section 3 of the Articles of Association, the Company’s Supervisory Board approved the above issue price.
Series E shares will participate in dividends on the following terms:
(a) Series E shares issued or recorded for the first time in a securities account no later than on the dividend date established in the General Meeting’s resolution on profit distribution shall participate in dividends starting from the profit for the previous fiscal year, i.e. from January 1 of the fiscal year immediately preceding the year in which the shares were issued or recorded for the first time in a securities account,
(b) Series E shares issued or recorded for the first time in a securities account on a date after the dividend date established in the General Meeting’s resolution on profit distribution shall participate in dividends starting from the profit for the fiscal year in which the shares were issued or recorded for the first time in a securities account, i.e. from January 1 of that fiscal year.
For each 1 (one) share of the Company held at the end of the record date, a shareholder is entitled to 1 (one) unit subscription right, with 10 (ten) unit subscription rights entitling the shareholder to subscribe for 1 (one) Series E Share.
In the event that the number of Series E Shares attributable to a given shareholder by virtue of preemptive rights is not a whole number, it shall be rounded down to the nearest whole number.
The subscription rights day for Series E Shares is set for October 23, 2023. Subscriptions for Series E Shares will be accepted from October 24, 2023. The end of acceptance of subscriptions in exercise of the preemptive right and additional subscriptions will be on November 13, 2023.
Allotment of shares subscribed in exercise of preemptive rights and additional subscriptions will take place on November 22, 2023.
The commencement of acceptance of subscriptions for shares not covered by the exercise of preemptive rights and additional subscriptions – by entities responding to the invitation of the Company’s Management Board will take place on November 23, 2023. End of accepting subscriptions for shares not covered by the exercise of pre-emptive rights and additional subscriptions – by entities responding to the invitation of the Company’s Management Board will take place on December 1, 2023.
Allocation of Series E Shares to entities responding to the invitation of the Company’s Management Board will take place by December 4, 2023.
Subscriptions and payments for Series E Shares will be accepted from October 24, 2023 to November 13, 2023. Persons entitled to exercise their subscription rights may̨ subscribe for Series E Shares at brokerage houses that maintain their securities accounts on which they have subscription rights. The subscription for Series E Shares should be duly paid, i.e. in an amount equal to the product of the number of Series E Shares subscribed for and the issue price, with the proviso that in the event of payment for a smaller number of Series E Shares than indicated in the subscription document, unpaid or untimely paid shares will not be taken into account when allotting Series E Shares, taking into account the principle that fractions of shares may not be acquired.
The above means that failure to make a payment within the aforementioned time limit shall invalidate the entire subscription. An incomplete payment means that the subscription is valid, with the proviso that during the allotment of E series shares, the basis for allotment will be the number of E series shares for which the payment was made.
The effect of a shareholder’s failure to exercise his or her preemptive right and failure to make due payments will be the expiration of the preemptive right.
A person who has subscribed for shares in exercise of his or her preemptive right shall cease to be bound by such subscription if the Company fails to register the capital increase within six months from the date of adoption of this Resolution, i.e. by March 11, 2023.
Due to the increase in the Company’s share capital, the Company’s Articles of Incorporation will also be amended in such a way that the contents of §5 of the Articles of Incorporation in the current wording:
“The Company’s share capital amounts to PLN 6,385,317.00 (six million three hundred eighty-five thousand three hundred seventeen zlotys) and is divided into 63,853,170 (sixty-three million eight hundred fifty-three
three thousand one hundred and seventy) ordinary bearer shares with a nominal value of PLN 0.10 (10/100) each, including:
(a) 6,845,000 (six million eight hundred and forty-five thousand) series A1 ordinary bearer shares,
b) 255,000 (two hundred and fifty-five thousand) A2 series ordinary bearer shares,
c) 790,000 (seven hundred and ninety thousand) series B ordinary bearer shares,
d) 975,170 (nine hundred and seventy-five thousand one hundred and seventy) series C ordinary bearer shares,
e) 54,988,000 (fifty-four million nine hundred and eighty-eight thousand) ordinary bearer shares of series D.”
shall be replaced with the following:
“The Company’s share capital amounts to no more than PLN 7,023,848.70 (seven milliard twenty-three thousand eight hundred forty-eight and seventy cents) and is divided into no more than 70,238,487
(seventy million two hundred and thirty-eight thousand four hundred and eighty-seven) ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) each, including:
(a) 6,845,000 (six million eight hundred and forty-five thousand) series A1 ordinary bearer shares,
b) 255,000 (two hundred and fifty-five thousand) A2 series ordinary bearer shares,
c) 790,000 (seven hundred and ninety thousand) series B ordinary bearer shares,
d) 975,170 (nine hundred and seventy-five thousand one hundred and seventy) series C ordinary bearer shares,
e) 54,988,000 (fifty-four million nine hundred and eighty-eight thousand) series D ordinary bearer shares.
f) 6,385,317 (six million three hundred and eighty-five thousand three hundred and seventeen) series E ordinary bearer shares.”
The Company’s Board of Directors indicates that it will announce the completion of the subscription of E series shares and the registration of the share capital increase and the amendments to the Articles of Association through the publication of current reports.
Legal basis: §3 (1) (4), §4 (2) (2) and §4 (7) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.
- Bartosz Groth – President of the Management Board
2023. Mycodern S.A.