Offer to buy shares for redemption
Date of publication: 05.08.2021
Management Board of PROCHEM S.A. (“Company”) informs about the commencement of the buy-back of own shares in accordance with the resolution no. 20 of the Ordinary General Meeting of the Company of June 24, 2021 on authorizing the Management Board of the Company to purchase own shares for redemption.
Full text of the Invitation to Submit Sale Offers for shares of PROCHEM S.A. with its seat in Warsaw (“Invitation”) constitutes an attachment to this current report. The invitation will be posted on the Company’s website (https://prochem.com.pl).
The subject of the acquisition by the Company will be no more than 580,000 shares of the Company with a nominal value of PLN 1.00 each, issued by the Company, dematerialized and registered by the National Depository for Securities S.A. including (a) ordinary bearer shares marked by KDPW with ISIN PLPRCHM00014 code, (b) registered ordinary shares marked by KDPW with ISIN PLPRCHM00022 code, (c) registered preference shares marked by KDPW with ISIN PLPRCHM00055 code, representing no more than 19.76% of the share capital of the Company.
If the number of shares covered by the sale offers under the buy-back of own shares exceeds 580,000, a proportional reduction will be made in accordance with the principles set out in item 10 of the Invitation.
The offered purchase price for the Purchase Shares is PLN 26.00 per share.
The share buy-back will be carried out according to the following schedule:
- Date of publication of the notice: 5 August 2021
- The date of commencement of accepting Sale Offers: 9 August 2021
- Deadline for accepting Sale Offers: 20 August 2021
- Expected settlement date for the purchase of the Shares: 25 August 2021
The intermediary in the conduct and settlement of the acquisition of the Shares under the Offer is mBank S.A. seated in Warsaw, ul. Prosta 18, conducting brokerage activities as part of a separate organizational unit under the name of Dom Maklerski mBanku.
The procedure for submitting Sales Offers is described in item 7 of the invitation.
The invitation does not constitute a call to subscribe for the sale or exchange of shares referred to in Art. 73 et seq. of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (i.e. Journal of Laws of 2020, item 2080, as amended). In particular, to the Invitation do not apply Art. 77 and Art. 79 of the above Act, as well as provisions of the Regulation of the Minister of Finance, Funds and Regional Policy of November 26, 2020 on templates of calls to subscribe for the sale or exchange of shares in a public company, the detailed manner of their announcement and the conditions for acquiring shares in the calls (Journal of Laws of 2020, item 2114).
The invitation does not constitute an offer within the meaning of Art. 66 of the Civil Code.
The Company announced the buyback of its own shares in the form of an Invitation to Submit Sale Offers, bearing in mind the public status of the Company and in order to ensure equal treatment of Shareholders. The offer does not constitute investment, legal or tax advice. In matters related to the Invitation, investors should consult investment, legal and tax advisors.
Attachment (only in Polish) – the full contents of the Purchase Offer of Shares of PROCHEM S.A.