Involvement of Santander Bank Polska S.A. and CC Group sp. z o.o. in connection with the intention of the Company to raise funds by issuing series G ordinary bearer shares
Current Report No 5/2020
Date: 13.01 2020
Legal basis: Article 17(1) of MAR – inside information
With reference to the current report No. 2/2020 of January 7, 2020, the Management Board of Medicalgorithmics S.A. (“Company”) hereby informs that in order to implement Resolution No. 3/1/2020 of the EGM of January 7, 2020, the Company concluded on January 13, 2020 an agreement on offering series G shares with Santander Bank Polska S.A. operating through the organizationally separated Santander unit, the Brokerage House, which will act as the sole global coordinator and bookkeeper. The Company’s financial advisor is CC Group sp. z o.o. The public offering is expected to be carried out by the end of January 2020.
At the same time, the Company’s Management Board informs that it has received information from the President of the Company Marek Dziubiński about his intention to participate in the planned capital increase in the amount of up to PLN 1.5 million and the intention to conclude a lock up agreement.
The offer, in accordance with the Issue Resolution, will be addressed to investors who have been appointed by the Company’s Management Board, subject to the provisions of the Issue Resolution, to invite them to participate in the book building process for the New Issue Shares (the “Bookbuilding Process”) from among the group persons who are: (i) qualified investors in the meaning of the Prospectus Regulation (“Qualified Investors”), (ii) will acquire New Issue Shares with a total value of at least EUR 100,000 per investor, (iii) to less than 150 natural or legal persons, other than qualified investors.
Detailed rules for recognizing investors as eligible to participate in the Offer (“Eligible Investors”) are set out in the Issue Resolution, which in particular provides that Eligible Investors who are shareholders of the Company, as at the date of registration of participation at the Extraordinary General Meeting (“Priority Day”), who hold shares entitling to exercise at least 0.5% (half percent) of the total number of votes in the Company (“Eligible Pre-Embedded Investors”) will be entitled to take pre-emptive shares in New Issue in a number corresponding to the product of: (a) the ratio of the number of shares held by the Company by the Eligible Prior Investor on 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 Date and (b) the final offer number specified by the Management Board other New Issue Shares, however, if the number of New Issue Shares attributable to the Eligible Prior Investor so determined is not an integer, it will be rounded down to the nearest integer (“Priority for Acquiring New Issue Shares”).
In order to participate in the process of building the book of demand for Series G Shares on preferential terms, Eligible Pre-emptive Investors who have not registered at the Company’s Extraordinary General Meeting held on January 7, 2020 should provide a document confirming that the Eligible Covered Investor Prior to that, on Priority Day he was a shareholder of the Company. The document should be delivered no later than on the date to be specified in the Subscription Rules adopted by the Management Board (the document in the form of “information on the state of the securities account” should indicate at least the shareholder data and the number of shares in the Company held by the shareholder at the end of December 22, 2019. ).
The deadlines for the delivery of the relevant document and the method of its delivery will be indicated in the Subscription Rules, which will be made public before the book building process begins.
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.