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CI GAMES SE (27/2023) Registration by the registry court of an amendment to the Statutes of CI Games SE

By 1 August 2023No Comments

Current report number: 27/2023

Date: 13 July 2023

Legal basis: Article 56(1)(2) of the Public Offering Act – current and periodic information

Subject: Registration by the registry court of an amendment to the Statutes of CI Games SE

The Management Board of Cl Games SE with its registered office in Warsaw (the “Company“) informs that today, i.e. 13 July 2023, the Company’s registry court – the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register – made an entry in the Register of Entrepreneurs of the National Court Register maintained for the Company, an amendment to the Company’s Statutes to the scope adopted by Resolution No. 23/2/2023 of the Company’s Ordinary General Meeting of 29 June 2023, of which the Company informed in current report No. 25/2023 on 29 June 2023. 

Ҥ 11

  1. The conditional share capital of the Company amounts to PLN 357,207.26 (in words: three hundred fifty-seven thousand two hundred and seven Polish zloty, 26/100) and is divided into: 
  2. a) no more than 13,720,726 (thirteen million seven hundred twenty thousand seven hundred twenty-six) ordinary bearer series J shares with a nominal value of PLN 0.01 (say: one grosz) each share, 
  3. b) no more than 13,000,000 (thirteen million) ordinary bearer series K shares with a nominal value of  PLN 0.01 (say: one grosz) each share, 
  4. c) no more than 9,000,000 (in words: nine million) ordinary bearer series L shares with a nominal value of PLN 0.01 (in words: one grosz) each share, which may be taken up by holders of convertible bonds, issued pursuant to Resolution No 23/2/2023 of the Annual General Meeting of the Company of June 29, 2023. 
  5. With regard to series J shares, the purpose of the conditional share capital increase is to grant the rights to subscribe for series J shares to holders of series C subscription warrants issued by the Company pursuant to Resolution No. 20/1/2021 of the Annual General Meeting of Shareholders of the Company of June 22, 2021 regarding the issue of series C subscription warrants with the right to subscribe for series J shares, excluding in full the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the pre-emptive rights of the existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series C subscription warrants and series J shares in the National Depository for Securities and applying for admission and introduction of series J shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A. 
  6. The holders of subscription warrants referred to in paragraph 2 shall be entitled to subscribe for series J shares. The right to subscribe for series J shares may be exercised until 31 December 2024 at the latest, subject to detailed rules provided for in Resolution No. 20/1/2021 of the Annual General Meeting of Shareholders of the Company of 22 June 2021 on the issue of series C subscription warrants with the right to subscribe for series J shares with the exclusion in full of the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the preemptive rights of existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series C subscription warrants and series J shares in the National Depository for Securities and applying for admission and introduction of series J shares to trading on regulated market operated by the Warsaw Stock Exchange and Resolution No. 19/1/2021 of the Annual General Meeting of Shareholders of the Company of June 22, 2021 regarding the establishment of an incentive program addressed to key employees and co-workers of the CI Games Capital Group, including Members of the Management Board of CI Games S.A. If the rights under the series C subscription warrants are not exercised within the period specified in the previous sentence, the said rights under the warrants shall expire. 
  7. With respect to series K shares, the purpose of the conditional share capital increase is to grant the rights to subscribe for series K shares to holders of series D subscription warrants issued by the Company pursuant to Resolution No 22/2/2023 of the Annual General Meeting of the Company of June 29, 2023 regarding the issue of series D subscription warrants with the right to subscribe for series K shares, excluding in full the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the pre-emptive rights of the existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series D subscription warrants and series K shares in the National Depository for Securities and applying for admission and introduction of series K shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A. 
  8. The holders of subscription warrants referred to in paragraph 4 shall be entitled to subscribe for series K shares. The right to subscribe for series K shares may be exercised up to 31 December 2026, subject to detailed rules provided for in resolution No 22/2/2023 of the Annual General Meeting of the Company of 29 June 2023 regarding the issue of series D subscription warrants with the right to subscribe for series K shares, excluding in full the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the pre-emptive rights of the existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series D subscription warrants and series K shares in the National Depository for Securities and applying for admission and introduction of series K shares to trading on the regulated market operated by the Warsaw Stock Exchange and Resolution No.21/2/2023 of the Annual General Meeting of the Company of June 29, 2023 regarding the establishment of an incentive program addressed to key employees and associates of the CI Games Capital Group, including Members of the Management Board of CI Games SE. If the rights under series D subscription warrants are not exercised within the period specified in the previous sentence, the said rights under the warrants shall expire. 
  9. With respect to series L shares, the purpose of the conditional share capital increase is to grant the rights to subscribe for series L shares to holders of convertible bonds issued by the Company pursuant to Resolution No 23./2/2023 of the Annual General Meeting of the Company of June 29, 2023 regarding the issue of convertible bonds into shares, depriving the Company’s shareholders of the preemptive right to convertible bonds, conditional increase of the Company’s share capital, deprivation of the pre-emptive right of series L shares in full to the Company’s shareholders; and amendment of the Company’s Articles of Association. The holders of the bonds referred to in the previous sentence will be entitled to subscribe for series L shares. The right to subscribe for series L shares may be exercised up to 31 December 2026, subject to detailed rules provided for in resolution No 23/2/2023 of the Annual General Meeting of the Company of 29 June 2023, referred to in the previous sentence, or in the terms of issue of these bonds adopted by the Management Board of the Company.” 

The consolidated text of the Company’s Statutes reflecting the aforementioned amendment registered by the registry court will be adopted by the Company’s Supervisory Board.

Detailed legal basis: § 5 item 1 and § 6 of the Ordinance of the Minister of Finance dated 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).

Disclaimer: This English language translation may contain certain discrepancies. In case of any differences between the Polish and the English versions, the Polish version shall prevail.

CI Games SE Management Board:

Marek Tymiński – President of the Management Board