Commencement of the public offering with the exclusion of the pre-emptive rights of the present shareholders in the form of a private subscription of the Company’s ordinary series H bearer shares
Current Report No. 48/2021
Legal basis: Article 17(1) of MAR – inside information
In reference to the current report No. 43/2021 of October 26, 2021, the Management Board of Medicalgorithmics S.A. (“The Company”) hereby informs that in order to implement the resolution no. public in the form of a private subscription through the issue of no more than 865,565 ordinary bearer series H shares of the Company (“Series H Shares” or “Offered Shares”), excluding the subscription rights of the existing shareholders of the Company.
In order to implement the Resolution, the Company concluded an agreement with Q Securities S.A. based in Warsaw (“Offer Manager”). The company’s financial advisor is CC Group sp.z o.o.
The Offer Shares will be issued and offered as part of a public offering (“Offer”) exempt from the obligation to publish a prospectus pursuant to Art. 1 clause 4 lit. a), b) or d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71 / EC (“Regulation 2017/1129”), and therefore the provisions of generally applicable law regarding the obligation to prepare, approve and make publicly available a prospectus, information memorandum or any other offering document will not apply to the Offer.
If the Offer is successful, the Company intends to apply for admission and introduction of the Offered Shares to trading on the regulated market operated by the Warsaw Stock Exchange. (“WSE”), on which the Company’s shares issued so far are listed. The Company intends to apply for the admission and introduction of the Offered Shares to trading on the regulated market operated on the WSE without drawing up and publishing a prospectus pursuant to Art. 1 clause 5 letter a) of Regulation 2017/1129.
The offer is addressed, under the terms of the Subscription Terms, only to investors who:
a) they have been appointed by the Management Board of the Company, subject to the provisions of the Issue Resolution, to invite them to participate in the book-building process for the Offered Shares (“Bookbuilding Process”) from the group of persons who: (i) are qualified investors within the meaning of the Regulation 2017/1129 (“Qualified Investors”); or (ii) are investors who, in accordance with the terms set out in this resolution, acquire the Offered Shares with the total value, calculated according to the issue price as at the date of its determination, of at least EUR 100,000.00 (one hundred thousand) per investor;
b) were indicated by the Management Board of the Company, subject to the provisions of the Issue Resolution, to invite them to participate in the Bookbuilding Process from a group of persons other than those indicated in point a) above, in the number of less than 150 people.
Detailed rules for recognizing investors as eligible to participate in the Offering (“Eligible Investors”) are set out in the Issue Resolution.
Pursuant to the provisions of the Issue Resolution, Eligible Investors who are shareholders of the Company, as of the date of registration of participation in the Extraordinary General Meeting of October 26, 2021, i.e. October 10, 2021 (“Priority Day”), who hold shares entitling to exercising at least 0.5% (half a percent) of the total number of votes in the Company (“Priority Eligible Investors”) will have priority in taking up the Offered Shares in the number corresponding to the product of: The Priority Day indicated in the document confirming the ownership of the Company’s shares by such an investor up to the number of all existing shares of the Company on the Priority Day and (b) the final number of the Offer Shares specified by the Management Board, and if the number of Offer Shares defined in this way for a given Eligible Investor and Taken with Priority will not be an integer, it will be rounded down to the nearest integer (“Priority for Subscription to Offer Shares”).
The condition for the Eligible Investor to be entitled to take advantage of the Priority in Taking up the Offer Shares is that the Eligible Investor meets the requirements of the Management Board of the Company, subject to the provisions of the Issue Resolution, as applicable to the following additional conditions (“Conditions for Recognition as an Eligible Eligible Investor Priority “):
(a) upon prior invitation by the Management Board of the Company, via the Offering Manager, subject to the provisions of the Issue Resolution, (1) presentation of a document in the Bookbuilding Process confirming that the investor was a shareholder of the Company on the Priority Date, and (2) submission by that an investor in the Book Building Process declaration of interest in taking up the Offered Shares at a price not lower than the issue price finally determined by the Management Board of the Company; and
(b) after the Management Board of the Company decides, subject to the provisions of the Issue Resolution, to submit an offer to that investor to acquire the Offered Shares, concluding an agreement with the Company for taking up the Offered Shares offered to him, at the issue price determined by the Management Board of the Company.
In order to participate in the private subscription of the Offer Shares on preferential terms, the Eligible Investors, upon prior invitation by the Management Board of the Company, subject to the provisions of the Issue Resolution, who did not register at the Extraordinary General Meeting of the Company held on October 26, 2021, should deliver by 24 November 2021 at the latest by 14.00 CET, a document confirming that a given Eligible Investor was a shareholder of the Company on the Priority Date (the document in the form of “information on the securities account” should indicate at least the shareholder’s data and the number of shares in the Company held by the shareholder at the end of October 10, 2021. ) to the following address: Q Securities SA, ul. Marszałkowska 142, 00-061 Warsaw, with a note on the envelope: “Offer of Medicalgorithmics S.A.” or sent by e-mail to the following address: email@example.com.
The final number of Series H Shares to be offered for take-up and the issue price of these shares will be determined by the Management Board of the Company after the book-building process has been completed, depending on the level of investors’ interest in taking up Series H Shares. Pursuant to the Resolution, the issue price of Series H Shares may not be lower than PLN 18.00 per share.
Ultimately, the Series H Shares will be offered for subscription to those Eligible Investors who will be indicated in the resolution of the Management Board of the Company adopted after the book-building process has been carried out.
It is expected that the conclusion of contracts for the subscription for Series H Shares and the payment of cash contributions for Series H Shares will take place no later than 4:00 p.m. CET on November 30, 2021.
This current report is for informational purposes only. This current report is not intended in any way, directly or indirectly, to promote the subscription of the Issuer’s new issue shares and it is not promotional material prepared or published by the Company for the purpose of promoting or subscribing for the shares of the new issue or encouraging, directly or indirectly, to subscribe for them. The company has not yet published any materials aimed at promoting or subscribing for the new issue of shares. This document does not constitute an issue prospectus or other offering document, the preparation of which is not expected in connection with the issue of shares by the Company.
This material, or any part of it, is not intended for distribution, directly or indirectly, in or to the United States of America or in other countries where public dissemination of the 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 and may not be offered or sold in the territory of the United States of America. except for transactions that are not subject to the registration requirement under the US Securities Act or pursuant to an exception to such registration obligation.
It may not be distributed, published or distributed, directly or indirectly, in or to the United States of America, Australia, Canada, Japan or any other jurisdiction where it is restricted or prohibited.