Polenergia S.A. (“Issuer”) hereby publicly reports about the completed public offering (“Offering”) of 21,358,699 newly issued ordinary shares of the Issuer with a nominal value of PLN 2.00 each (“Offered Shares”).
Any capitalised terms, not defined in this current report, shall have meanings assigned to them in the Issuer’s prospectus approved by the Polish Financial Supervision Commission on 27 January 2022 along with update notifications.
1. Start and End Date of Subscription or Sale
The start and the end date for accepting subscriptions and payments from the Authorised Investors, Mansa and BIF as part of the Basic Subscription: 31 January – 4 February 2022.
The start and the end date for accepting subscriptions and payments from the Authorised Investors and BIF as part of the Additional Subscription: 10 – 14 February 2022.
2. Allotment Date of Securities
17 February 2022.
3. Number of Securities Covered by Subscription or Sale
21,426,807 Offered Shares.
4. Reduction Rate
The subscriptions filed as part of the Basic Subscription by the Authorised Investors, Mansa or BIF were not subject to reduction with a reservation that the subscriptions filed by the Authorised Investors, Mansa or BIF for a number of shares higher than the maximum number of shares for which a given Authorised Investor, Mansa or BIF could have subscribed were treated as subscriptions for a maximum number of shares for which a given Authorised Investor, Mansa or BIF could have subscribed.
As a result of the application of the so-called Security-Slider Mechanism, the average reduction of the Additional Subscriptions filed by the Authorised Investors amounted to 25.27% with a reservation that the subscriptions filed by the Authorised Investors as part of the Additional Subscription for a number of shares higher than the maximum number of shares for which a given Authorised Investor could have subscribed were treated as subscriptions for a maximum number of shares for which a given Authorised Investor could have subscribed.
As a result of application of the so-called Security-Slider Mechanism, the subscriptions submitted by BIF as part of the Additional Subscription was reduced by 25.27%.
Mansa did not file a subscription as part of Additional Subscriptions.
5. Number of Securities for Which Subscriptions Were Filed as Part of the Subscription or Sale
As part of the Offering, subscriptions for the total of 21,422,757 of Offered Shares were correctly filed, where: (i) the Authorised Investors correctly filed subscriptions for 5,276,593 of Offered Shares; (ii) Mansa filed a subscription for 5,150,211 of Offered Shares; (iii) BIF filed a subscription for 10,995,953 of Offered Shares.
As part of the Basic Subscription, subscriptions for the total of 21,169,216 of Offered Shares were correctly filed, where: (i) the Authorised Investors as part of the Basic Subscription correctly filed subscriptions for 5,214,865 of Offered Shares; (ii) Mansa as part of the Basic Subscription filed a subscription for 5,150,211 of Offered Shares; (iii) BIF as part of the Basic Subscription filed a subscription for 10,804,185 of Offered Shares.
As part of the Additional Subscription, subscriptions for the total of 253,496 of Offered Shares were correctly filed, where: (i) the Authorised Investors as part of the Additional Subscription correctly filed subscriptions for 61,728 of Offered Shares; and (ii) BIF as part of the Additional Subscription filed a subscription for 191,768 of Offered Shares. Mansa did not participate in the Additional Subscription.
In line with the provisions included in the Prospectus, a subscription filed by the Authorised Investor, Mansa or BIF as part of the Basic Subscription or the Additional Subscription for a number of shares higher than the maximum number of shares for which a given Authorised Investor, Mansa or BIF could have subscribed was treated as subscription for a maximum number of shares for which a given Authorised Investor, Mansa or BIF could have subscribed.
6. Number of Securities Allotted as Part of the Completed Subscription or Sale
In relation to the Offering, the Issuer in total allotted 21,358,699 of Offered Shares in the following mode: (i) 5,260,995 of Offered Shares were allotted to the Authorised Investors; (ii) 5,150,211 of Offered Shares were allotted to Mansa; (iii) 10,947,493 of Offered Shares were allotted to BIF.
7. Price For Taking Up (Acquiring) the Securities
The Offered Shares were acquired at the price of PLN 47.00 per Offered Share.
8. Number of Persons Who Filed Subscriptions for Securities Covered by Subscription or Sale
The subscriptions for the Offered Shares were submitted by 395 Authorised Investors, Mansa and BIF.
9. Number of Persons to Whom the Securities Were Allotted as Part of the Completed Subscription or Sale
In relation to the Offering, the Offered Shares were allotted to 394 Authorised Investors, Mansa and BIF.
10. Names (Business Names) of Sub-issuers Who Took up Securities as Part of Performance of Sub-Issue Contracts, Specifying the Number of Securities That Were Taken up Along With the Actual Price of a Security Unit, Constituting Issue or Sale Price, After Deducting the Remuneration For Taking up the Security Unit in Performance of the Sub-issue Contract, Acquired by a Sub-issuer
Not applicable. The Offered Shares were not the object of sub-issue undertaking.
11. Value of Completed Subscription or Sale
The value of the completed sale of Offered Shares, understood as the product of the number of Offered Shares included in the Offering and the sale price amounted to PLN 1,003,858,853.
12. Amount of Total Costs Applied Towards Issue Costs
The total cost of issue of the Offered Shares was PLN 1,612,000 net, including:
The above-listed total cost of Offering performance was settled via recognition in share capital.
13. Average Cost of Subscription or Sale Performance Per Security Unit Covered by Subscription or Sale
Average cost of sale amounted to PLN 0.08 net per share.
14. Mode of Payment for the Taken-up (Acquired) Securities
The Offered Shares were paid for by contributions in cash.
Legal basis: § 16(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent.
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