Summary of the offer of the Company’s series I, series J, series K and series L shares
Current report no.: 66/2022
Data: 16.11.2022 r.
Legal basis: Art. 56 sec. 1 point 2 of the Act on offering – current and periodic information
The Management Board of Medicalgorithmics S.A. (the “Company”) hereby announces to the public information summarizing the private offering of series I bearer shares, series J registered shares, series K registered shares and series L registered shares (collectively, “Shares”) issued by the Company pursuant to Resolution No. 4/10/2022 of the Extraordinary General Meeting of the Company of October 28, 2022. (“Resolution”):
- Dates of commencement and end of subscription for Shares: The Share Subscription Agreement was concluded on November 8, 2022.
- Date of allotment of the Shares: The Shares were subscribed for by way of private subscription pursuant to Article 431 § 2 point 1 of the Commercial Companies Code by offering the Shares exclusively to Biofund Capital Management LLC with its registered office in Miami (USA) (“Biofund”) in accordance with the provisions of the Resolution. In connection with the above, no subscriptions or allocations for the Shares were made within the meaning of Article 434 of the Commercial Companies Code. The Share Subscription Agreement was concluded on 08 November 2022.
- Number of Shares covered by the subscription: The private placement included 995,276 series I bearer shares, 1,194,331 series J registered shares, 1,433,197 series K registered shares and 1,353,580 series L registered shares.
- Reduction rates in individual tranches, if at least in one tranche the number of shares allocated was less than the number of shares for which subscriptions were submitted: Due to the type of offer (private offer made in the private subscription mode), the reduction did not occur.
- Number of Shares subscribed for and Shares that were allocated as part of the subscription: The Shares were subscribed for as a result of a private subscription, therefore no subscriptions or allocations for the Shares were made. As part of the private subscription, pursuant to the Share subscription agreement of November 8, 2022, Biofund acquired 995,276 series I bearer shares, 1,194,331 series J registered shares, 1,433,197 series K registered shares and 1,353,580 series L registered shares.
- Price at what the Shares were purchased and the method of payment for the subscribed Shares:
Issue price of the Shares amounted to PLN 44.27 per Share.
The shares were paid:
– partially with a cash contribution in the total amount of PLN 13,807,810.28;
– partly by a contribution in kind in the form of 1,500 shares in the share capital of Kardiolytics Inc with its registered office in Oklahoma (USA) (“Kardiolytics”), the fair value of which was determined according to the valuation prepared by BakerTilly TPA sp. z. o.o. is $44,890,589. The valuation of the in-kind contribution is attached to this current report.
- Number of persons who subscribed for the Shares and number of persons to whom the Shares were allocated: All Shares were subscribed for by one entity – Biofund Capital Management LLC with its registered office in Miami (USA).
- Names of the underwriters who subscribed for the Shares as part of the performance of the underwriting agreements, specifying the number of Shares they subscribed for, together with the actual price of one Share (issue or sale price, after deduction of the remuneration for taking up the unit of the financial instrument, in the performance of the underwriting agreement, acquired by the underwriter): The Shares were not subscribed for by the underwriter.
- Value of subscription or sale: The value of the offer of Shares (understood as the product of the number of Shares covered by the offer and their issue price) amounted to 220,304,519.68 PLN.
- The amount of total costs that have been included in the costs of issuing shares: 440,563.00 PLN, including the costs of:
a) preparation and conduct of the offering – 440,563.00 PLN;
b) the remuneration of the underwriters, separately for each of them – not applicable;
c) drawing up a public information document or an information document, taking into account the costs of consultancy – not applicable;
d) promotion of the offer – not applicable.
In accordance with the provisions of IAS 1 and IAS 32, the settlement of the costs of issuing Shares in the accounting books will be carried out by reducing the excess of the issue price of issued Actions over their nominal value.
- Medium cost of subscription or sale per share: 0,09 PLN.
The Management Board of the Company indicates that in accordance with the Resolution, the Shares – after registering the increase in the Company’s share capital through the issue of Shares in the Register of Entrepreneurs of the National Court Register and after meeting the conditions for their admission to trading – will be the subject of an application by the Company for their admission to trading on the regulated market operated by the Warsaw Stock Exchange S.A.
Detailed legal basis for the current report: § 16 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state.