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7/2019 “Adoption of resolutions on the issue of new shares of CI Games S.A.”

By 30 May 2021No Comments

Current report no. 7/2019

May 20, 2019

Confidential information

“Adoption of resolutions on the issue of new shares of CI Games S.A.”

The Management Board of CI Games S.A. with its registered office in Warsaw (“Company”) hereby informs that today it has taken up – in the performance of the authorization granted to the Management Board in Resolution No. 3/2/2018 of the Extraordinary General Meeting of Shareholders of the Company of September 27, 2018, on (i) amendments to the Company’s Articles of Association with respect to authorization of the Company’s Management Board with the consent of the Company’s Supervisory Board to increase the share capital of the Company within the limits of the authorized capital, (ii) on the amendment to the Company’s Articles of Association with respect to authorization of the Company’s Management Board, to deprive with the consent of the Company’s Supervisory Board, of the subscription rights, in whole or in part, to increase the Company’s share capital within the limits of the authorized capital, (iii) authorizing the Company’s Supervisory Board to adopt the uniform text of the Company’s Articles of Association (“EGM Resolution”), and pursuant to § 10a of the Company’s Articles of Association, upon obtaining the consent of the Company’s Supervisory Board covered by Resolution No. 2019/05/20/01 of the Supervisory Board of CI Games S.A. of May 20, 2019, on granting the consent to increase the Company’s share capital within the limits of the authorized capital by issuing ordinary bearer series H shares, divesting the existing shareholders of the subscription right to all series H shares, and amending the Company’s Articles of Association, adopted by circulation – resolution on increasing the Company’s share capital within the limits of the authorized capital from the amount of PLN 1,511,099.90 (one million five hundred and eleven thousand ninety nine Polish zlotys 90/100) by the amount not lower than PLN 0.01 (1/100) and not higher than PLN 120,000.00 (one hundred and twenty thousand Polish zlotys), i.e. to the amount not lower than PLN 1,511,099.91 (one million five hundred eleven thousand ninety nine Polish zlotys 91/100) and not more than PLN 1,631,099.90 (one million six hundred thirty one thousand ninety nine Polish zlotys 90/100) (“Capital Increase”). The Capital Increase shall be effected through the issue of not less than 1 (one) and not more than 12,000,000 (twelve million) ordinary series H bearer shares with a par value of PLN 0.01 (01/100) per share (“Series H Shares”) (“Resolution of the Management Board”).

Pursuant to the Resolution of the Management Board, the issue price of Series H Shares shall not be lower than PLN 0.90 (90/100) and shall not be higher than PLN 1.00 (one Polish zloty).

The Series H Shares shall be issued in the form of an open subscription within the meaning of art. 431 § 2(3) of the Code of Commercial Companies, conducted by way of a public offering within the meaning of the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies of July 29, 2005 (Journal of Laws of 2019, item 623, as amended; the “Act on Public Offering”), provided that:

(i) the Management Board shall offer Series H Shares on a pre-emptive basis to the Company’s shareholders from among those who, within 3 (three) days of the date of adoption of the Resolution of the Management Board, have demonstrated that on the date of adoption of the Resolution of the Management Board they are the Company’s shareholders (“Pre-emptive Right to Subscription”). The Pre-emptive Right to Subscription is attributable to a particular shareholder in the amount equivalent to the product of: (a) the ratio of the number of Company shares held by that shareholder as at the date of announcing the Management Board’s Resolution to the number of all existing shares in the Company, and (b) the final number of Series H Shares. In order to exercise the Pre-emptive Right to Subscription, the shareholder must meet the additional requirements, i.e:

(a) presentation of a document issued by the entity maintaining the securities account of that shareholder confirming that the shareholder is a shareholder on the date of announcing the Management Board’s Resolution and holds shares representing at least 0.25% (twenty-five hundredths per cent) of the Company’s share capital; (b) submission of a subscription order by an eligible shareholder in the process of offering Series H Shares at a price not lower than the final determined issue price of Series H Shares; and (c) submission of a subscription order for Series H Shares at the issue price determined by the Management Board;

(ii) in case the shareholder eligible to the Pre-emptive Right to Subscription is an investment fund within the meaning of Act on investment funds and managing alternative funds of May 27, 2004 (Journal of Laws of 2018, item 1355), at the request of such an eligible shareholder the Company’s Management Board may make an offer of subscription of Series H Shares also to other investment fund(s) within the meaning of the above-mentioned act managed by the same association of investment funds (“Related Parties”). The total number of Series H Shares offered by the Company’s Management Board to such an eligible fund or its Related Parties within the exercise of the Pre-emptive Right to Subscription cannot exceed the number of shares referred to in point (i) above.

The Company’s Management Board also adopted a resolution on amending the Company’s Articles of Association to reflect the above-described increase in the share capital (“Amendment to the Articles of Association”).

Pursuant to the Resolution of the Management Board, the Company shall take all actions aimed at: conducting a public offering of Series H Shares (“Public Offering”); applying for admission and introduction of Series H Shares to trading on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) (“WSE”) of Series H Shares; dematerialization of Series H Shares in connection with the Public Offering.

Within 3 (three) days from today’s date, the Company’s shareholders who wish to participate in the Public Offering in the exercise of the Pre-emptive Right to Subscription shall present to the Company a document issued by the entity maintaining the securities account of that shareholder, confirming that the shareholder is a shareholder of the Company on the date of announcing the Resolution of the Management Board and holds shares representing at least 0.25% (twenty-five hundredths per cent) of the Company’s share capital.

Legal basis: art. 17(1) as read with 7(1) of the Regulation of the European Parliament and of the Council (EU) no. 596/2014 of April 16, 2014, concerning market abuse regulation (MAR).

Marek Tymiński – President of the Management Board