Summary of the series G ordinary bearer share offers of the Company
Current report No. 15/2020
Date: 10.02.2020 r.
Legal basis: Article 17(1) of MAR – inside information
With reference to current report No. 14/2020 and previous reports regarding the increase of the share capital through the issue of series G shares (“Series G Shares”), the Management Board of Medicalgorithmics S.A. with its registered office in Warsaw (“Company”, “Issuer”) provides information on the completed subscription of Series G Shares.
1. Date of start and end of subscription or sale:
The Bookbuilding process was carried out on January 20-23, 2020, while the G Series Shares subscription agreement was concluded until January 29, 2020.
2. Date of allocation of securities:
The Company’s Management Board allocated the Series G Shares on January 29, 2020.
3. Number of securities subscribed for or sold:
The subject of the subscription was 721.303 (seven hundred twenty-one thousand three hundred three) Series G Shares.
4. Rate of reduction in individual tranches, if in at least one tranche the number of securities allocated was less than the number of securities for which subscriptions were made:
5. Number of securities subscribed for under subscription or sale:
No entries were made within the meaning of the Commercial Companies Code. Under the Offer, 721.303 (seven hundred twenty-one thousand three hundred and three) Series G Shares were subscribed for on the basis of Series G Shares subscription agreements.
6. Number of securities allocated under the subscription or sale:
As part of the Offer, 721.303 (seven hundred twenty-one thousand three hundred and three) Series G Shares were taken up and allocated on the basis of Series G Shares subscription agreements.
7.Price at which the securities were taken up:
Series G Shares were taken up at the issue price of PLN 18.25 (in words: eighteen zlotys 25/100) for one Series G Share.
8. Number of persons who subscribed for the subscription or sale of securities in individual tranches:
Not applicable. The offer was not divided into tranches and no subscription for Series G Shares was accepted. Under the Offer, 721.303 (seven hundred twenty-one thousand three hundred and three) Series G Shares were subscribed on the basis of Series G Shares subscription agreements.
9. Number of persons to whom securities were allocated under the subscription or sale in individual tranches:
As a part of the Offer, Series G Shares were allocated to 40 people.
10. The name (business name) of the underwriters who acquired the securities as part of the performance of the underwriting agreements, including the number of securities they subscribed for, together with the actual price of the security unit constituting the issue price or sale, after deducting the remuneration for taking up the security unit, in the performance of an underwriting agreement, acquired by the underwriter:
Not applicable. The issue of Series G Shares was not the subject of an underwriting obligation.
11. The value of the subscription or sale understood as the product of the number of securities covered by the offer and the issue price or sale price:
The value of the Offer was PLN 13,163,779.75 (thirteen million one hundred sixty-three thousand seven hundred seventy-nine zlotys 75/100).
12. The amount of the total costs that have been included in the costs of issue, with an indication of the amount of costs according to their titles, broken down at least into the costs of: a) preparing and conducting the offer, b) remuneration of underwriters, separately for each, c) preparing the prospectus, including consultancy costs, d) offer promotion.
According to the Company’s estimates, as at the date of submitting this current report, the total costs incurred by the Company in connection with the Offer will amount to approximately PLN 541,000.
Due to the lack of final settlement of the costs of the Offer by the date of this current report, their amount was estimated and included in the costs of issue to the best of the Company’s knowledge. The Company will prepare and make available to the public a current report on the final amount of the costs of issue, including costs according to their titles, as well as the methods of settling these costs in the Company’s accounting books and the manner of their inclusion in the Company’s financial statements after receiving and accepting all invoices from entities involved in work on the preparation and implementation of the Offer.
13. Average cost of subscription or sale per unit of security covered by the subscription or sale:
According to the Company’s estimates, as at the date of submitting this current report, the total cost of the subscription incurred by the Company per one Series G Share will be approximately PLN 0.75.
The Company will prepare and make available to the public a current report on the average cost of subscription incurred by the Company per one Series G Share, after receiving and accepting all invoices from entities involved in the work on preparing and conducting the Offer.
14. Method of payment for subscribed (purchased) securities:
Series G Shares were acquired only in exchange for cash contributions.
This current report is for information purposes only. This current report does not in any way, directly or indirectly, promote the subscription of the Issuer’s new issue shares and is not promotional material prepared or published by the Company for the purpose of promoting the new issue of shares or their subscription or encouraging, directly or indirectly, to subscribe for them. The company has not yet published any materials aimed at promoting new issue shares or their subscription. This document is not an issue prospectus or another offer document, the preparation of which is not expected in connection with the issue of shares by the Company.
This material, as well as any part thereof, is not intended for distribution, directly or indirectly, in the territory or to the United States of America or in other countries where the public dissemination of information contained in this material may be restricted or prohibited by law. The securities referred to in this material have not been and will not be registered under the US Securities Act of 1933 as amended and may not be offered or sold in the territory of the United States of America with the exception of transactions that are not subject to registration as required by the US Securities Act or by virtue of an exception to such registration.
It is not disseminated, published or distributed, directly or indirectly, in the territory or to the United States of America, Australia, Canada, Japan or any other jurisdiction in which it is subject to restrictions or is not allowed.