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Take-up of series C shares by a holder of series H subscription warrants and take-up of series I subscription warrants entitling to the take-up of series C shares as part of the conditional capital increase Print E-mail
Own release   
01.09.2011
The Management Board of PETROLINVEST S.A. (hereinafter the “Company”, “Petrolinvest”) announces that on 1 September 2011 the Company received a statement from Tabacchi Enterprises Ltd. (“Tabacchi”) on the take-up of 3,550,000 series C shares of the Company, issued to holders of series H subscription warrants (“Series H Subscription Warrants”).

The above statement was performed under a resolution adopted on 26 August 2011 by the Management Board of the Company on defining the specific terms of issue of series H Subscription Warrants, the offering of series H Subscription Warrants, defining a detailed content of mass segment of series H Subscription Warrants and determining the issue price of series C shares, issued to holders of series H Subscription Warrants (the Company informed of that resolution in its current report no. 85/2011), and also in connection with the resolution of the Extraordinary General Meeting of 9 May 2011 on the issuance of subscription warrants, conditional increase of share capital, the exclusion of pre-emptive rights of the existing shareholders of the Company and amendments to the Company’s Statutes (the “Issue Resolution”) (published in the current report no. 35/2011).
Tabacchi’s payments for 3,550,000 series C shares were made by netting mutual accounts receivable/accounts payable by the Company and Tabacchi. On 1 September 2011, the Company entered into a netting agreement with Tabacchi, under which the Company and Tabacchi netted the outstanding account receivable by the Company from Tabacchi for series C shares in the amount of PLN 35,500,000 with outstanding accounts payable to Tabacchi by Petrolinvest for a total amount of not less than PLN 35,500,000 under the share purchase agreement for Silurian Hallwood Limited (“JVC”) concluded on 23 August 2011 with Tabacchi (the conclusion of which was announced by the Company in the current report no. 83 / 2011) (“Share Purchase Agreement in JVC”). As a result of the netting, the cash contribution due by Tabacchi to the Company in connection with the take-up by Tabacchi of 3,550,000 series C shares was fully covered.
The issue price of the ordinary series C bearer shares, issued to holders of series H Subscription Warrants on the basis of the Issue Resolution as part of the conditional increase of the Company's share capital, was set by the Management Board at PLN 10.00 per share, considering statutory restrictions regarding the minimum issue price of shares. The issue price was approved by the Supervisory Board on 26 August 2011.

In addition, the Management Board of the Company informs that on 1 September 2011, under the share purchase agreement for Silurian Sp. z o.o. concluded on 23 August 2011 with Tabacchi (the conclusion of which was announced by the Company in the current report no. 83/2011) (“Share Purchase Agreement in Silurian”), the Company received a request from Tabacchi for 9,400,000 free-of-charge subscription warrants issuable by Petrolivnest, entitling to the take-up of the Company’s shares in the conditionally increased share capital of Petrolinvest.
In response to the request, and in connection with the Issue Resolution, the Management Board passed a resolution on 1 September 2011 on defining the specific terms of issue of series I subscription warrants (“Series I Subscription Warrants”), the offering of series I Subscription Warrants, defining a detailed content of mass segment of series I Subscription Warrants and determining the issue price of series C shares issued to holders of series I Subscription Warrants. The Management Board of the Company decided to issue 9,400,000 registered series I Subscription Warrants and offer their take-up to Tabacchi via private tender. Series I Subscription Warrants were subsequently taken up by Tabacchi.
The issue price of the ordinary series C bearer shares, issued to holders of series I Subscription Warrants on the basis of the Issue Resolution as part of the conditional increase of the Company's share capital, was set by the Management Board at PLN 10.00 per share, considering statutory restrictions regarding the minimum issue price of shares. The issue price was approved by the Supervisory Board on 1 September 2011.

Download current report no. 89/2011