15 Jan 2013 07:00
UNOFFICIAL TRANSLATION
Report 4/2013: Completion of the public offering of the shares of Bank Polska Kasa Opieki Spółka Akcyjna within incentive plan approved on 25th July 2003
Management Board of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") hereby presents information regarding the completion of Bank's public offer regarding shares of the Bank F-series and G-series in connection with the completion of the related incentive program, implemented by Resolution No. 5 of the Extraordinary General Meeting of Shareholders dated 25 July 2003 ("Incentive Plan"), in which on the basis of Resolution No. 7 of the Extraordinary General Meeting of Shareholders on the conditional increase of the share capital, the exclusion of pre-emptive Bank series F and G and the amendments to the statutes of the Bank dated 25 July 2003 ("Resolution No. 7 ") the share capital of the Bank has been conditionally increased by the issue of shares of the Bank bearer series F and G. The right to exercise the right to take up Bank's shares series F and G issued in connection with the implementation of the Incentive Plan entitled bondholders of the registered bonds series A, B, C, D , issued pursuant to Resolution No. 6 of the Extraordinary General Shareholders' Meeting of 25 July 2003 on the issue of Bank of registered bonds of series A, B, C, D with priority rights to acquire shares of the Bank, the exclusion of pre-emptive Bank series F and G and the exclusion of pre-emptive rights of the Bank registered bonds series A, B, C, D with priority rights to acquire shares of the Bank .
1. Subscription/sales beginning and end dates:
1 January 2006 - 31 December 2010 - collection of subscriptions to F-series shares from qualifying persons.
1 January 2008 -31 December 2012 - collection of subscriptions to G-series shares from qualifying persons.
2. Securities assignment date:
According to the fact that issue of F and G-series shares was conducted within a procedure of conditional increase of the share capital and that full payment for the shares was required upon submitting subscription for shares of a given series, the formal assignment of shares was not required. Effective increase of the Bank's share capital by an amount equal to the nominal value of shares included and paid in full, according to the Bank's Resolution No. 7, took place together with issue of the Bank's shares. In the Bank, that is a public company, the issue of shares mentioned in art. 452 of the Commercial Companies Code is replaced with registration of the shares with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.)
3. Number of securities included in subscription or sales:
The issue comprised:
·; 830 000 F-series Bank's shares of 1 (one) zloty nominal value (per each), issued based on the Resolution No. 7.
·; 830 000 G-series Bank's shares of 1 (one) zloty nominal value (per each), issued based on the Resolution No. 7.
4. Reduction Rate:
Within the framework of F-series and G-series Bank's shares issue, taken by qualifying persons, reduction of subscriptions was not applied.
5. Number of subscriptions for securities in the subscription/sales process:
1 224 788 shares of the Bank were subscribed for, including:
·; 621 411 F-series shares;
·; 603 377 G-series shares.
6. Number of securities assigned within the framework of subscription/sales process:
In the public offer 1 224 788 shares of the Bank were assigned, including:
·; 621 411 F-series shares;
·; 603 377 G-series shares.
7. Purchase price of securities:
Issue price:
·; 108.37 PLN for F-series shares;
·; 123.06 PLN for G-series shares.
8. Number of persons that subscribed for securities in the given tranches of subscription/sales process:
For the Bank's shares subscribed:
·; 41 persons for F-series shares;
·; 43 persons for G-series shares.
9. The number of persons to which assigned the securities as part of the conducted subscription or sale in individual tranches:
Bank's shares were assigned to:
·; 41 persons - F-series shares;
·; 43 persons - G-series shares.
The offered shares were assigned to all qualifying persons who subscribed for the F-series and G-series shares.
10. The names of sub-issuers that took over the securities as part of executing sub-issuing agreements, along with the numbers of securities taken over and the actual price of the securities unit (issue or selling price, upon deducting the fee for taking the securities unit, as part of sub-issuing agreement execution, purchased by the sub-issuer):
In relation to the principles of executing the right to purchase F-series and G-series shares by the qualifying persons, arising from the resolution on establishing an Incentive Program, the Bank did not conclude agreements for investment sub-issuing or for service sub-issuing.
11. The value of the conducted subscription or sale, understood as the product of the number of the securities covered by the offer and the issue price or the sale price:
The value of the conducted issue totalled 141,593,883.69 PLN, including:
·; 67,342,310.07 PLN - for F-series shares,
·; 74,251,573.62 PLN - for G-series shares.
12. Total calculation of costs classified as costs of issue, specifying the costs by titles, split at least by the costs of: (a) preparing and running the offer; (b) fees of sub-issuers, each one separately;
(c) drawing up of the issue prospectus, including the costs of consultancy; (d) promotion of the offer - along with methods of settling these costs in accounting books and the method of classifying them in the issuer's financial statement:
Total costs of issue of Bank's shares - 482,045.38 PLN
Costs of drawing up the prospectus including the costs of consultancy - 224,400.00 PLN
Other costs of preparing and running the offer (including administrative, notarial, court fees, costs of prospectus printing and distribution and publication of the prospectus summary) - 257,645.38 PLN
Costs of issue of Bank's shares F and G-series were settled in the Bank's books by reducing the surplus of the issue value of the issued shares over their nominal value. These costs were included in the financial statement in the position of "Reserve Capital".
13. An average cost of running the sales subscription per securities unit in the subscription or sale process:
An average cost of running the sales subscription of Bank's shares F and G-series is 0.39 PLN
Legal base: Par. 33 Section 1 of Finance Minister's Ordinance of the 19 th of February 2009 regarding current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.