RB 37/2018: Execution of agreements on acquisition of Series F ordinary bearer shares of the Compan

RB 37/2018
Date: 2018-05-16
Subcject: Execution of agreements on acquisition of Series F ordinary bearer shares of the Company
Legal basis: Article 17, paragraph 1 of MAR - confidential information

Execution of agreements on acquisition of Series F ordinary bearer shares of the Company
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, in which the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the 'Company', the 'Issuer') disclosed, among others, the adoption of a decision concerning the launch of a private placement of up to 184,000 (one hundred eighty-four thousand) Series F ordinary bearer shares of the Company (the 'Series F Shares') pursuant to the resolution of the Extraordinary General Meeting of the Company of 20 April 2018 concerning an increase in the Company's share capital by way of issuing Series F ordinary bearer shares, the exclusion of all the subscription rights of the current shareholders with regard to Series F Shares, the amending of the Articles of Association of the Company and the seeking of the admission and the introduction of Series F Shares and rights to Series F shares to trading on a regulated market operated by the Warsaw Stock Exchange and the dematerialization of Series F shares and rights to Series F shares, Current Report No. 33/2018 of 10 May 2018, in which the Company's Management Board disclosed, among others, the determination of the issue price of Series F Shares, and Current Report No. 34/2018 of 15 May 2018, the Issuer's Management Board informs that the Company learnt on 16 May 2018 about the acceptance by the investors of submitted by the Company offers to subscribe for 184,000 (one hundred eighty-four thousand) Series F Shares, consequently the Company hereby informs that the Company concluded with the investors the subscription agreements with respect to 184,000 (one hundred eighty-four thousand) Series F Shares with an aggregate value, understood as the product of the number of the Series F Shares subscribed for and the issue price of Series F Shares of PLN 1,035.00 (one thousand thirty-five) per one Series F Share, amounting to PLN 190,440,000.00 (one hundred ninety million four hundred forty thousand].
Furthermore, the Issuer informs that the cash contributions for the Series F Shares have been made in the full amount.

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 entering into subscription agreements with respect to the ordinary Series F bearer shares of the Company. 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.