Determining the issue price of the Company’s ordinary G series bearer shares and concluding a price agreement to the Placement Agreement
Current report No. 11/2020
Date: 23.01.2020 r.
Legal basis: Article 17(1) of MAR – inside information
With reference to current report No. 7/2020 and 9/2020 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”) hereby informs that, acting pursuant to § 3 (1) of Resolution No. 3/1/2020 of the Extraordinary General Meeting (“EGM”) of the Company of January 7, 2020 regarding: (i) increasing the Company’s share capital by issuing new series G ordinary bearer shares and depriving existing shareholders of the entire pre-emptive right to all shares of the new G series, (ii) dematerialisation and applying for admission and introduction of new series G shares and rights to series G shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A. and (iii) amendments to the Company’s Articles of Association (hereinafter referred to as the “Issue Resolution”), taking into account the results of the Bookbuilding Process, assuming maximizing the proceeds from the issue of Series G Shares, and whereas the issue price of Series G Shares could not be lower than the 10% (ten percent) minus market average price, i.e. the arithmetic average of the weighted average daily prices of the Company’s shares trading volume (excluding block transactions) from the period of 1 (one) month preceding the date of commencement of the Bookbuilding Process, during which the Company’s shares were traded on the main market operated by the Warsaw Stock Exchange S.A., i.e. it could not be lower than PLN 16.94 (in words: sixteen zlotys 94/100) per share, today it has set the issue price of Series G Shares at PLN 18.25 (in words: eighteen zlotys 25/100) for one Series G share.
The Company’s Management Board also informs that, acting on the basis of § 3 (2)(c) the Issue Resolution, in connection with the completion of the Bookbuilding Process for G Series Shares, on the same day determined the total number of Series G Shares to be offered to participants of the Bookbuilding Process who submitted declarations of interest in taking up Series G Shares, subject to the provisions of the Issue Resolution, at 721 303 (in words: seven hundred twenty one thousand three hundred three).
The Company’s Management Board intends to conclude agreements on taking up Series G Shares no later than by January 28, 2020.
In addition, in connection with the determination of the issue price and the final number of shares offered on January 23, 2020, it was concluded a Price Agreement to the Share Placement Agreement of January 17, 2020 by the Company with Santander Bank Polska S.A. operating through an organizationally separated unit – Santander Brokerage House (“Price Agreement”). In the Price Agreement, the parties specified the issue price of Series G Shares and the number of Series G Shares offered for subscription, in accordance with the content of this current report, as well as the initial list of allocation of Series G Shares to selected investors who meet the criteria set out in the Issue Resolution.
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 other 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.