GIGROUP (GIG): Issue of series R, U and W shares of the Company within the conditional share capital increase - raport 35

Raport bieżący nr 35/2019

Podstawa Prawna:
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe

Management Board of Work Service S.A. (the “Company”) informs that in connection with dematerialisation, through registration on April 4, 2019 in the depository for securities maintained by the National Depository for Securities (of which the Company informed in Current Report No. 34/2019), of: (i) 171,750 ordinary bearer shares of series R, (ii) 225,750 ordinary bearer shares of series U, (iii) 98,315 ordinary bearer shares of series W with a nominal value of PLN 0.10 each (the “Shares”), the Shares were recorded on securities accounts of eligible persons (being members of the Management Board and key management staff members) who acquired the Shares in the exercise of rights attached to series C, D and E subscription warrants as part of a conditional increase in the share capital of the Company, in accordance with the terms of the Management Stock Options Programme adopted by Resolution No. 24/2013 of the Extraordinary General Meeting of the Company of 27 June 2013 (of which the Company informed in Current Report No. 62/2013), as amended. The recording of dematerialised shares of a public company on a securities account constitutes an equivalent of issuing share documents within the meaning of the second sentence of Article 451 § 2 of the Commercial Companies Code.

Pursuant to the provisions of the Commercial Companies Code, together with the recording of the Shares on the above accounts, the rights attached to the Shares were acquired and the Company's share capital was increased from PLN 6,509,482.30 by the total amount equal to the nominal value of the Shares, i.e. by the amount of PLN 49,581.50.

After the Shares have been recorded in the accounts referred to above:

1) The Company's share capital amounts to PLN 6,559,063.80 and is divided into 65,590,638 shares with a nominal value of PLN 0.10 each, including:

a) 750,000 (in words: seven hundred and fifty thousand) series A shares,

b) 5,115,000 (in words: five million one hundred and fifteen thousand) series B shares,

c) 16,655,000 (sixteen million six hundred and fifty-five thousand) series C shares,

d) 100,000 (in words: one hundred thousand) series D shares,

e) 100,000 (in words: one hundred thousand) series E shares,

f) 7,406,860 (seven million four hundred and sixty thousand eight hundred and sixty) series F shares,

g) 2,258,990 (two million two hundred and fifty-eight thousand nine hundred and ninety) series G shares,

h) 9,316,000 (nine million three hundred and sixteen thousand) series H shares,

i) 1,128,265 (one million one hundred and twenty-eight thousand two hundred and sixty-five) series K shares,

j) 5,117,881 (five million one hundred and seventeen thousand eight hundred and eighty-one) series L shares,

k) 12,000,000 (twelve million) series N shares,

l) 91,511 (ninety-one thousand five hundred and eleven) series P shares,

m) 5,000,000 (five million) series S shares,

n) 55,316 (fifty-five thousand three hundred and sixteen) series T shares,

o) 171,750 (one hundred and seventy-one thousand seven hundred and fifty) series R shares;

p) 225,750 (two hundred and twenty-five thousand seven hundred and fifty) series U shares;

q) 98,315 (ninety-eight thousand, three hundred and fifteen) series W shares;

2) the total number of votes attached to all issued shares of the Company is: 65,590,638 votes;

3) the amount of the conditional share capital increase after issuance of Shares is: PLN 29,100.

Pursuant to Art. 452 § 4 of the Commercial Companies Code, the Management Board will, within the time limit provided for, submit to the registry court a list of the acquired Shares in order to update the entry of the Company's share capital in the Register of Businesses of the National Court Register.

The individual Shares were issued on the basis of: (i) Resolution No. 37/2014 of the Ordinary General Meeting of the Company of 27 June 2014 - in the case of series R (of which the Company informed in Current Report No. 46/2014), (ii) Resolution No. 28/2015 of the Ordinary General Meeting of the Company of 22 June 2015 - in the case of series U (of which the Company informed in Current Report No. 27/2015); (iii) Resolution No. 25/2016 of the Ordinary General Meeting of the Company of 27 June 2016 - in the case of series W (of which the Company informed in Current Report No. 42/2016). The Shares were acquired for cash contributions in the period from 30 June to 31 July 2018, at the issue price of PLN 0.10 per share, by 23 persons in total, in such a way that: (i) out of the 219,000 R series Shares planned to issue, 171,750 R series shares were acquired, (ii) out of the 273,000 U series Shares planned to issue, 225,750 U series shares were acquired, (iii) out of the 124,023 W series Shares issued, 98,315 W series shares were acquired. The value of the issue of the Shares (product of the number of Shares and their issue price) amounted to PLN 49,581.50. The total costs which were included in the costs of the issue of the Shares include the preparation and conduct of the issue, and amounted to PLN 16,248.00. The average cost of conducting the issue of the Shares per share was PLN 0.03. The costs related to the issue will be settled in the accounting books and recognised in the Company's financial statements pursuant to Article 36 paragraph 2b of the Accounting Act, i.e. the costs of the issue of the Shares incurred upon the increase of the share capital will reduce the Company's reserve capital to the amount of the surplus of the issue value over the nominal value of the shares, while the remaining part will be classified as financial costs.

Legal basis:

§ 5 paragraph 1 point 8 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Dz.U. [Polish Journal of Laws] of 2018, item 757), in connection with Article 56 paragraph 1 point 2 of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to organised trading and on public companies (Dz.U. of 2018, item 512, as amended)