Announcement on the right to subscribe for ordinary registered shares of series E, dated 6.09.2024, published in MSiG No. 174/2024(7076) under item 43484 on 6.09.2024.
The Management Board of Zakłady Przemysłu Cukierniczego SKAWA S.A., ul. Młyńska 66, 34-100 Wadowice, entered into the Register of Entrepreneurs of the National Court Register by the District Court for Kraków Śródmieście in Kraków under KRS number 0000148701, hereinafter referred to as the Company, on the basis of Article 434 § 2of the Commercial Companies Code
calls for subscription for not less than 10,000 and not more than 30,000 ordinary registered shares
series E with a nominal value of PLN 100 each ("Offered Shares")
in aclosed subscription with pre-emptive right.
1 The resolution to increase the share capital by closed subscription and amend the Articles of Association was adopted on 27.06.2024.
(2) The share capital is to be increased by an amount not less than PLN 1,000,000.00 and not more than PLN 3,000,000.00.
(3) No less than 10,000 and no more than 30,000 ordinary registered shares of series E with a nominal value of PLN 100 each shall be subject to subscription rights.
4 The issue price of one Offered Share is PLN 200.00.
5 The Record Date in accordance with Resolution No. 8 of the Company's Ordinary General Meeting of June 27, 2024 on increasing the share capital by closed subscription and amending the Company's Articles of Association has been set as July 1, 2024.
6 Persons entitled to subscribe for the Offered Shares in exercise of the Pre-emptive Right to these shares shall be the persons who are Shareholders of the Company on July 1, 2024, with the Shareholders having priority to subscribe for the new Offered Shares in relation to the number of shares held on the Pre-emptive Right Day. For each one share of the Company existing on the Pre-emptive Right Date (series A,B,C,D), the Shareholder at the end of the Pre-emptive Right Date, will be entitled to one pre-emptive right to acquire Series E Shares. One Pre-emptive Right will entitle the Shareholder to subscribe for 0.08797653 Offered Shares. The number of shares calculated in this manner shall be rounded down to the whole number.
7 Subscriptions for the Offered Shares within the first term of the Subscription Right shall be accepted for a period of 3 weeks starting from the day following the day of publication of this Announcement of Closed Subscription of the Company's Offered Shares.
8 Subscriptions may only be submitted to the Company in the manner described on the website https://skawa.com.pl/ under the tab For Shareholders-Share Capital Increase, where there is a subscription form for shares.
Payment for the Offered Shares in the amount equal to the product of the number of Offered Shares covered by the subscription order and the issue price shall be made by the last day of accepting subscriptions for the Offered Shares to the Company's bank account No. 56 2030 0045 1110 0000 0082 7380. If the payment in the full amount is not credited to the Company's bank account by the subscription deadline, the subscription order shall be ineffective, and in such case the Company's Management Board shall not allot the Offered Shares to a person who has not paid in full for the submitted subscription order.
(10) In the event of failure to exercise the Subscription Right for all of the Offered Shares to be subscribed for within the period referred to in Section 7, the Board of Directors shall announce a second, at least two-week period for subscription of the remaining Offered Shares. The second allocation of shares will take place according to the following rules:
1) shareholders may subscribe for any number of Offered Shares, but not more than the total number of shares not subscribed for on the first date and remaining to be subscribed for;
2) if the number of orders exceeds the number of remaining shares to be subscribed for, each subscriber shall be allocated such percentage of the shares not yet subscribed for as he/she is entitled to in the existing share capital; the remaining shares shall be divided equally in relation to the number of applications, except that fractions of shares attributable to individual shareholders shall be considered uncovered;
3) the number of shares allotted to a shareholder in accordance with item 2 may not be higher than the number of shares for which the shareholder has placed an order;
4) the remaining uncovered Offered Shares shall be allocated by the Board of Directors at its discretion, at the issue price.
(11) Subscribers shall cease to be bound by the subscription if the increase of the share capital through the issuance of the Offered Shares is not filed with the registry court by 27.12.2024.
12 The Board of Directors shall allocate the Offered Shares within two weeks after the subscription closing date. Information on the allotment of the Offered Shares will be announced by the Company within one week from the date of allotment of the Offered Shares.
(13) In the event that the issue of shares does not take place or the deadline for filing a new issue with the registry court expires or a judgment refusing to enter the share capital increase in the register becomes final, the refund of amounts paid for series E shares will be made by transfer to the shareholders' bank accounts indicated in the subscription form.