Current reports
Current report no. 14/2013
Redemption of shares, registration of the reduction of the Company's share capital and amendments to the Articles of Association of the Company.
Legal Basis:
Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information
Contents of the report:
Zespół Elektrowni „Pątnów-Adamów-Konin” S.A. (The "Company") announces that on 29 April 2013, the Company received the decision of the District Court of Poznań - Nowe Miasto and Wilda in Poznań, Section IX of the National Court Register of 23 April 2013, together with the certificate of entry made on 29 April 2013, the entry in the Register of Entrepreneurs of the Company with regard to:
- the registration of the Company's share capital reduction made pursuant to Resolution No. 6 of the Extraordinary General Meeting held on 21 February 2013 on the reduction of the share capital of the Company in connection with the redemption of its own shares, and
- the registration of amendment of § 5. 1 of the Articles of Association of the Company made pursuant to Resolution No. 7 of the Extraordinary General Meeting held on 21 February 2013.
Upon the registration of the reduction of the share capital by the registration court, the share capital of the Company is PLN 101.647.094 (in words: one hundred and one million six hundred forty-seven thousand and ninety-four zlotys) and is divided into 50.823.547 (in words: fifty million eight hundred twenty-three thousand five hundred forty-seven) of bearer shares with a nominal value of PLN 2 (two zlotys) each, which entitle to execute 50.823.547 (in words: fifty million eight hundred twenty-three thousand five hundred forty-seven) voting rights at the general meeting of the Company, which represents 100% of the total number of votes at the general meeting of the Company.
Pursuant to Art. 360 § 4 of the Code of Commercial Companies, at the date of the registration of the Company's share capital reduction, there was made the redemption of 1.202.453 (in words: one million two hundred and two thousand four hundred fifty-three) of shares of the Company corresponding to 1.202.453 (in words: ) votes at the General Meeting of the Company.
The redemption of shares of the Company was executed through voluntary redemption. The Company acquired own shares for redemption on 4 December 2012, from Credit Suisse Securities (Europe) Limited (the "Stabilising Manager") pursuant to the authorization contained in Resolution No. 6 of the Extraordinary General Meeting held on 20 August 2012 on the authorization of the Management of the Company to purchase its own shares in connection with the actions stabilizing the Company's share price and the exercise of the stabilization option granted to the Stabilising Manager under the terms of the stabilisation agreement between the Company and the Stabilising Manager on 22 October 2012. The shares were acquired by the Company at a price of PLN 25.99 (twenty-five zlotys and ninety nine groszes) per one Company's share, i.e. a total consideration amounting to PLN 31.251.753.47 (thirty-one million two hundred fifty-one thousand seven hundred fifty-three zlotys and forty seven groszes). The consideration for redeemed shares was paid by the Company from the amount which, in accordance with Art. 348 § 1 of the Commercial Companies Code may be distributed.
Amendments to the Articles of Association of the Company were recorded in the following areas:
§ 5. 1 of the Articles of Association to read as follows:
"1. Company's share capital amounts to PLN 104.052.000.00 (in words: one hundred and four million fifty-two thousand zlotys) and is divided into:
1) 40 020 000 (forty million twenty thousand) of registered A1 series shares of a nominal value of PLN 2.00 (two zlotys) each, numbered from A1 000 000 001 to A1 040 020 000,
2) 12 006 000 (twelve million six thousand) of registered A1 series shares of a nominal value of PLN 2.00 (two zlotys) each, numbered from B1 000 000 001 to B1 012 006 000."
reads as follows:
"1. Company's share capital amounts to PLN 101.647.094.00 (in words: one hundred and one million six hundred forty-seven thousand and ninety-four zlotys) and is divided into 50 823 547 (in words: fifty million eight hundred and twenty three thousand five hundred and forty-seven) bearer A series shares of a nominal value of PLN 2.00 (in words: two zlotys) each".
Legal basis: § 5 Section 1 point 9 in connection/conjunction with point 12 and § 38. Section1 point 2 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.
Signatures of persons representing the company:
Katarzyna Muszkat – President of the Management Board
Piotr Jarosz – Vice President of the Management Board