Summary of the series H ordinary bearer share issue
Current report No. 5/2022
Date: 31.01.2022 r.
Legal basis: Article 56 Section 1 Point 2 of the Act on Public Offering – current and periodical information
With reference to the previous current reports regarding the increase of the share capital through the issue of series H shares (“Series H Shares”), the Management Board of Medicalgorithmics S.A. with its registered office in Warsaw (“Company”, “Issuer”) provides information on the completed subscription of Series H Shares.
1. Date of start and end of subscription or sale:
The Bookbuilding process was carried out on November 15-24, 2021, while the H Series Shares subscription agreements were concluded until December 3, 2021.
2. Date of allocation of securities:
The Company’s Management Board allocated the Series H Shares on December 3, 2021.
3. Number of securities subscribed for or sold:
The subject of the subscription was up to 865.565 (eight hundred sixty five thousand five hundred sixty five) Series H 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 648.556 (six hundred forty eight thousand five hundred fifty six) Series H Shares were subscribed for on the basis of Series H Shares subscription agreements.
6. Number of securities allocated under the subscription or sale:
As a part of the Offer 648.556 (six hundred forty eight thousand five hundred fifty six) Series H Shares were taken up and allocated on the basis of Series H Shares subscription agreements.
7. Price at which the securities were taken up:
Series H Shares were taken up at the issue price of PLN 18.00 (eighteen zlotys 00/100) for one Series H 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 H Shares was accepted. Under the Offer 648.556 (six hundred forty eight thousand five hundred fifty six) Series
H Shares were subscribed on the basis of Series H 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 H Shares were allocated to 11 persons.
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 a underwriting agreement, acquired by the underwriter:
Not applicable. The issue of Series H 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 11,674,008.00 (eleven million six hundred seventy four thousand eight zlotys 00/100).
12. The amount of the total costs that have been included in the costs of the issue as including:
a) preparation and carrying out of the offer: PLN 581 850.20,
b) the remuneration of the subissuers, separately for each: not applicable,
c) drawing up a prospectus and a supplement taking into account the costs of advice: not applicable,
d) promotion of the offer: not applicable,
e) other: 33 481,06 PLN.
The total costs as above-mentioned are PLN 615 331.26 (six hundred fifteen thousand three hundred thirty one złotys 26/100).
Methods for settlement of costs in the books and the manner of their inclusion in the Issuer’s financial statements:
In accordance with MSR 1 and MSR 32, the costs of issuing Series H Shares were settled in the books by reducing the excess issue value of the issued shares over their nominal value. The Company reduced the reserve capital from the excess issue price over the obtained sale price of Series H Shares by the total costs, i.e. by PLN 615 331.26.
13. Average cost of subscription or sale per unit of security covered by the subscription or sale:
Total cost of the subscription incurred by the Company per one Series H Share is PLN 0.95.
Costs have been rounded to two decimal places.
14. Method of payment for subscribed (purchased) securities:Series H Shares were acquired only in exchange for cash contributions.
Detailed legal basis: § 16 section 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State (current information).
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.