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CR 50/2016 Notice of the change in the rights attached to the Issuer’s securities

21.10.2016
Notice of the change in the rights attached to the Issuer’s securities   Current report no.: 50/2016 Date: 21.10.2016; 19:10   The Management Board of LPP SA in Gdansk (the “Issuer”) announces that on 21 October 2016, it received information about conversion of part of series A subscription warrants into series L shares in the share capital of LPP SA as indicated below: 1) indication of the Issuer’s securities with attached rights subject to conversion, including their number Authorized entity exercised its right attached to 4,084 (four thousand eighty four) series A subscription warrants to convert them into 4,084 (four thousand eighty four) series L shares in the Issuer’s share capital. 2) legal basis for the action taken as well as the content of resolutions of the Issuer’s competent authorities, pursuant to which the conversion of the rights of the Issuer’s securities took place Conversion of series A subscription warrants into series L ordinary bearer shares, with a nominal value of PLN 2 (two zloty) each, in the Issuer’s share capital is made under the conditional share capital increase made pursuant to:
  • provision Section 51.1(b), Section 51.3, Section 51.6 and Section 51.7 of the Articles of Association,
  • Resolution 27 of Annual General Meeting of LPP SA dated 27 June 2011 regarding: (i) the issue of series A subscription warrants with the right to acquire series L shares, (ii) conditional share capital increase, (iii) exclusion of pre-emptive rights to series A subscription warrants and pre-emptive rights to series L shares, (iv) authorisation for the Company ‘s authorities, (v) amendment to the Articles of Association,
  • Resolution 24 of the Annual General Meeting of LPP SA dated 26 June 2015 regarding the amendment of Resolution 22 of the Annual General Meeting of LPP SA dated 27 June 2011 regarding: (i) the issue of series A subscription warrants with the right to acquire series L shares, (ii) conditional share capital increase, (iii) exclusion of pre-emptive rights to series A subscription warrants and pre-emptive rights to series L shares, (iv) authorisation for the Company ‘s authorities, (v) amendment to the Articles of Association,
  • Resolution 21 of the Annual General Meeting of LPP SA dated 27 June 2011 regarding the adoption of the incentive programme for key managers of the Company for the years 2011-2014,
  • Resolution 23 of the Annual General Meeting of LPP SA dated 26 June 2015 regarding the amendment of Resolution 21 of the Annual General Meeting of LPP SA dated 27 June 2011 regarding the adoption of the incentive programme for key managers of the Company for the years 2011-2014,
Exercise of the rights attached to the series A subscription warrants to series L bearer ordinary shares requires no additional resolutions issued by the Issuer’s authorities, except for the adoption of a resolution of the Issuer’s Management Board specifying the amount of share capital following the conversion. After the entitled entity announced its acquisition of 4,084 L series shares in exchange for the owned 4,084 series A subscription warrants, the Issuer’s Management Board adopted a resolution specifying the amount of share capital and the respective modification of the Articles of Association as follows: “In connection with the share capital increase through the issue of Series L Shares, under the conditional share capital increase referred to in Section 51.1(b) of the Articles of Association, by converting part of Subscription Warrants into Series L Shares, the current wording of Section 5.1 and Section 5.2 of the Company’s Articles of Association is changed in such a way that they receive the following wording:
  1. The Company’s share capital amounts to PLN 3,678,582 (three million six hundred seventy eight thousand five hundred eighty two zloty) and is divided into: 350,000 (three hundred fifty thousand) registered shares and 1,485,207 (one million four hundred eighty five thousand two hundred and seven) bearer shares with the nominal value of PLN 2.00 (two zloty) each.
  2. The Company has issued:
  • 100 (one hundred) series A bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 350,000 (three hundred and fifty thousand) series B registered shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 400,000 (four hundred thousand) series C bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 350,000 (three hundred and fifty thousand) series D bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 56,700 (fifty six thousand seven hundred) series E bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 56,700 (fifty six thousand seven hundred) series F bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 300,000 (three hundred thousand) series G bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 190,000 (one hundred and ninety thousand) series H bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 6,777 (six thousand seven hundred and seventy seven) series I bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 40,000 (forty thousand) series J bearer shares, with a nominal value of PLN 2.00 (two zloty) each,
  • 80,846 (eighty thousand eight hundred and forty six) series K bearer shares, with the nominal value of PLN 2.00 (two zloty) each,
  • 8,168 (eight thousand one hundred sixty eighty) series L bearer shares, with a nominal value of PLN 2.00 (two zloty) each.”
3) full description of the rights attached to shares before and after the conversion in terms of changes Following the exercise of the right to convert 4,084 series A subscription warrants to the same number of series L ordinary bearer shares, the said subscription warrants expire and cease to exist, whereas the ordinary bearer shares are created in the Issuer’s share capital. Increase of the share capital takes place upon acquisition and the issuance of shares, whereas notification to the registration court takes place after that date. Following the conversion, the Issuer’s share capital amounts to PLN 3,678,582 (three million six hundred seventy eight thousand five hundred eighty two zloty) and is divided into: 350,000 (three hundred fifty thousand) registered shares and 1,485,207 (one million four hundred eighty five thousand two hundred and seven) bearer shares. Hence, the total number of votes at the General Meeting amounts to 3,239,291 (three million two hundred thirty nine thousand two hundred ninety one). The new series L shares represent 0.2% (two tenths percent) of the Issuer’s share capital and 0.1% (one tenth of a percent) of the total number of votes at the Issuer’s General Meeting. The Issuer indicates that the first portion – 4 084 series A subscription warrants have already been converted into the same number of series L shares (see current report No. 02/2016 dated 8 January Regarding 13,132 series A subscription warrants, no conversion has been exercised into series L shares.   CR 50 2016 – Notice of the change in the rights attached to the Issuer’s securities