Menu Content/Inhalt
Home arrow Press Centre arrow News arrow The offering and take-up of series A and B subscription warrants over series D shares as part of conditional share capital increase and take-up of series D shares
banner
The offering and take-up of series A and B subscription warrants over series D shares as part of conditional share capital increase and take-up of series D shares Print E-mail
Own release   
17.10.2011
The Management Board of PETROLINVEST S.A. (hereinafter the “Company”, „Petrolinvest”) informs that on 17 October 2011, in accordance with the terms and conditions of the share purchase agreement regarding the shares in Silurian Hallwood Limited (“JVC”), concluded on 23 August 2011 with Tabacchi Enterprises Ltd. (“Tabacchi”) (the conclusion of which was announced by the Company in 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 a free-of-charge basis, 1,492,592 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 27 September 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 (the “Issue Resolution”) disclosed in Current Report no. 101/2011, on 17 October 2011, the Company’s Management Board adopted a resolution on defining the detailed terms and conditions of issue of the series A subscription warrants (the “series A Subscription Warrants”), offering the series A Subscription Warrants, defining the specific wording of the collective certificate for the series A Subscription Warrants and establishing the issue price for the series D shares issued to the holders of the series A Subscription Warrants. The Management Board resolved to issue 1,492,592 registered series A Subscription Warrants and to offer them for take-up to Tabacchi via a private tender. The series A Subscription Warrants were taken up by Tabacchi. Subsequently, Tabacchi exercised its rights under the series A Subscription Warrants to take up 1,492,592 ordinary series D bearer shares of the Company.
Tabacchi’s payments for 1,492,592 series D shares were made by netting mutual accounts receivable/accounts payable by the Company and Tabacchi. On 17 October 2011, the Company and Tabacchi entered into a receivables set-off agreement, whereunder the Company and Tabacchi set off the due account receivable by the Company from Tabacchi with respect to subscription for the series D shares of PLN 14,925,920 against the due cash receivables held by Tabacchi towards Petrolinvest, having the value of PLN 14,925,920 under the JVC Share Purchase Agreement. As a result of the netting, the cash contribution due by Tabacchi to the Company in connection with the take-up by Tabacchi of 1.492.592 series D shares was fully covered.
The issue price of the ordinary series D bearer shares, issued to holders of series A 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 17 October 2011.

In addition, the Management Board of the Company informs that on 17 September 2011, under the share purchase agreement for Silurian Sp. z o.o. (“Silurian”) concluded on 23 August 2011 with Tabacchi (the conclusion of which was announced by the Company in current report no. 83/2011) (“Silurian Share Purchase Agreement”), the Company received a request from Tabacchi for 1,877,777 free-of-charge subscription warrants issuable by Petrolinvest, entitling to the take-up of the Company’s shares in the conditionally increased share capital of Petrolinvest.

In connection with the above request and with the Issue Resolution disclosed in current report no. 101/2011, on 17 October 2011, the Company’s Management Board adopted a resolution on defining the detailed terms and conditions of issue of the series B subscription warrants (the “series B Subscription Warrants”), offering the series B Subscription Warrants, defining the specific wording of the collective certificate for the series B Subscription Warrants and establishing the issue price for the series D shares issued to the holders of the series B Subscription Warrants. The Management Board resolved to issue 1,877,777 registered series B Subscription Warrants and to offer them for take-up to Tabacchi via a private tender. The series B Subscription Warrants were taken up by Tabacchi. Subsequently, Tabacchi exercised its rights under the series B Subscription Warrants to take up 1,877,777 ordinary series D bearer shares of the Company.
Tabacchi’s payments for 1,877,777 series D shares were made by netting mutual accounts receivable/accounts payable by the Company and Tabacchi. On 17 October 2011, the Company and Tabacchi entered into a receivables set-off agreement, whereunder the Company and Tabacchi set off the due account receivable by the Company from Tabacchi with respect to subscription for the series D shares of PLN 18,777,770 against the due cash receivables held by Tabacchi towards Petrolinvest, having the value of PLN 18,777,770, under the JVC Share Purchase Agreement. As a result of the netting, the cash contribution due by Tabacchi to the Company in connection with the take-up by Tabacchi of 1,877,777 series D shares was fully covered.
The issue price of the ordinary series D bearer shares, issued to holders of series B 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 17 October 2011.

Download current report no. 110/2011