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The offering and take-up of subscription warrants over series B shares within the scope of conditional share capital increase and take-up of series B shares Print E-mail
Own release   
26.01.2011
The Management Board of PETROLINVEST S.A. (“the Company”) announces that on 26 January 2011 the Company received from an entity indicated by Prokom as the financing entity — within the meaning of the agreement on financing concluded by the Company and Prokom Investments S.A. on 20 March 2009, of which the Company informed the public in current report no. 33/2009, amended by the annex dated 31 December 2010, of which the Company informed in current report no. 1/2011 — which makes a direct equity investment into Company’s shares (“Financing Entity”):
(i) a request to transfer to the Financing Entity a number of shares that corresponds to the quotient of the amount equal to the direct equity investment in Company’s shares in the amount of PLN 18,000,000 performed by the Financing Entity in the form of cash payment and the issue price equal to PLN 10.00
(ii) a call to offer to the Financing Entity 1,800,000 ordinary bearer Company shares at the issue price of PLN 10.00 per share, that is for a total amount of PLN 18,000,000.

In connection with the said request and call, and also in connection with the resolution of the Extraordinary General Shareholders' Meeting dated 30 October 2010 regarding the issue of subscription warrants, conditional Company share capital increase, the exclusion of the pre-emptive rights of the existing shareholders of the Company and amendment of the statutes of the Company (the "Issue Resolution") published in current report no. 85/2010, on 26 January 2011, the Management Board of the Company adopted a resolution regarding the offering of registered subscription warrants entitling to take-up of series B Company’s shares (“Subscription Warrants”) and setting forth detailed terms and conditions of the issue of the Subscription Warrants. The Management Board decided to issue 1,800,000 Subscription Warrants and offered them for take-up to the Financing Entity. Subscription Warrants were subsequently taken up by the Financing Entity. At the same time the Financing Entity exercised its rights under the Subscription Warrants to take up series B shares and filed a statement of acquisition of 1,800,000 ordinary series B bearer shares of the Company.

The issue price of the ordinary series B bearer shares, issued to holders of Subscription Warrants on the basis of the Issue Resolution within the scope 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 January 2011.

The value of the cash payment for the take up of series B shares was PLN 18 million. Funds in the amount of PLN 12 million, of which the Company informed in current report no. 1/2011 of 3 January 2011, were designated for reducing the credit debt of PETROLINVEST S.A., whereas the outstanding amount covered mainly expenses related to the fulfillment of the exploration and production project.

The current total value of financing invested in PETROLINVEST S.A. by the entities indicated by Prokom Investments S.A. as part of performance of the aforementioned agreement on financing was more than PLN 74 million.

Download current report no. 4/2011