| Subscription for the subscription warrants authorising to subscribe for the series C Shares within the scope of the conditional share capital increase, and subscription for the series C shares |
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| Own release | |
| 26.08.2011 | |
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The management board of PETROLINVEST S.A. (hereinafter the “Company”, „Petrolinvest”) informs that on 26 August 2011, in accordance with the terms and conditions of the share purchase agreement regarding the shares in Silurian Hallwood Limited (“JVC”), executed on 23 August 2011 with Tabacchi Enterprises Ltd. (“Tabacchi”) (the execution of that company was disclosed in the current report No. 83/2011) (the “JVC Share Purchase Agreement”), the Company received from Tabacchi a request for Petrolinvest to issue in favour of Tabacchi, on free of charge basis, 7,100,000 subscription warrants authorising to subscribe for shares in the Company in the conditionally increased share capital of Petrolinvest.
In connection with the above request, and in connection with the resolution of the Extraordinary General Meeting dated 9 May 2011 regarding the issuance of subscription warrants, the conditional share capital increase of the Company, exemption of the pre-emptive rights of the existing Company shareholders, and amendment of the Articles of Association (Statut) (the “Issue Resolution”) disclosed in the current report 35/2011, the Company’s management board adopted a resolution regarding the defining of the detailed terms and conditions of issue of the series H subscription warrants (the “Subscription Warrants”), offering the Subscription Warrants, defining the specific wording of the collective certificate of the Subscription Warrants and defining of the issue price for the series C shares issued to the holders of the Subscription Warrants. The Company’s management board resolved to issue 7,100,000 registered Subscription Warrants and to offer them to Tabacchi for subscription by way of private placement. The Subscription Warrants have been subscribed for by Tabacchi. Subsequently, Tabacchi exercised its right to subscribe for 3,550,000 ordinary series C bearer shares in the Company. The payments by Tabacchi for the 3,550,000 series C shares were made by setting of the mutual receivables of the Company and Tabacchi. On 26 August 2011 the Company and Tabacchi entered into a receivables set off agreement whereunder the Company and Tabacchi set off the due and payable receivable held by the Company towards Tabacchi with respect to subscription for the series C shares of PLN 35,500,000, against the due and payable cash receivables held by Tabacchi towards Petrolinvest having the total value of no less than PLN 35,500,000 under the JVC Share Purchase Agreement. In result of the above set off, the entire cash contribution due to the Company from Tabacchi for Tabacchi’s subscription for the 3,550,000 series C shares in the Company, has been duly made. The issue price of the ordinary series C bearer shares issued to the holders of the Subscription Warrants issued on the basis of the Issue Resolution within the scope of the conditional share capital increase of the Company, has been set by the management board at PLN 10.00 per share, subject to the statutory restrictions regarding the minimum issue price for shares. The issue price was approved by the Supervisory Board on 25 August 2011. |