| |
MESSAGE (ENGLISH VERSION) | |
| |
Current Report No. 23 /2011
Subject: Information on registration of the share capital of the Company
The Management Board of CIECH S.A., with its registered seat in Warsaw
(the “Company”), hereby announces that on 14 March 2011 the District
Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division
of the National Court Register, registered the amendment to the Statute
of the Company made by the resolution of the Extraordinary General
Meeting of the Company dated 28 October 2010 regarding the share capital
increase and amendment of the Statute of the Company, and registered the
Company’s share capital increase from PLN 140,001,420 up to PLN
255,001,420 through the issuance of 23,000,000 series D ordinary bearer
shares of the Company with a nominal value of PLN 5 (five) each.
As of the date of publication of this current report, the overall number
of votes attached to all of the issued shares of the Company, following
the registration of the share capital increase, amounts to 51,000,000,
while the share capital is divided into 51,000,000 shares of the Company
having a nominal value of PLN 5 (five) each, including 20,816 series A
ordinary bearer shares, 19.775,984 series B ordinary bearer shares,
8,203,984 series C ordinary bearer shares and 23,000,000 series D
ordinary bearer shares.
Moreover, the Management Board of the Company presents below the
amendments introduced to the Company’s Statute:
1) existing wording of § 7, section 1 of the Company’s Statute:
“1.The Company’s share capital is PLN 140,001,420 (one hundred and forty
million, one thousand, four hundred and twenty) and is divided into
28,000,000 (twenty-eight million) shares with a nominal value of PLN 5
(five) each, of which:- 20,816 (twenty thousand, eight hundred and
sixteen) ordinary bearer series A shares;- 19.775.200 (nineteen
million, seven hundred and seventy-five thousand, two hundred) ordinary
bearer series B shares;- 8.203.984 (eight million, two hundred and
three thousand, nine hundred and eighty-four) ordinary bearer series C
shares.”
2) new wording of § 7, section 1 of the Company’s Statute:
“1.The Company’s share capital is PLN 255.001.420 (two hundred and
fifty-five million, one thousand, four hundred and twenty) and is
divided into 51.000.000 (fifty-one million) shares with a nominal value
of PLN 5 (five) each, of which:
- 20.816 (twenty thousand, eight hundred and sixteen) ordinary bearer
series A shares;- 19.775.200 (nineteen million, seven hundred and
seventy-five thousand, two hundred) ordinary bearer series B shares;-
8.203.984 (eight million, two hundred and three thousand, nine hundred
and eighty-four) ordinary bearer series C shares;- 23.000.000
(twenty-three million) ordinary bearer series D shares.”
LEGAL BASIS:
Article 5, section 1.9 and Article 38, section 1.2 of the regulation of
the Minister of Finance dated 19 February 2009 regarding current and
interim reports published by issuers of securities and the terms of
considering information required by any non-member state as equivalent.
Legal disclaimer:
This report is for information purposes only and under no circumstances
shall constitute the basis for a decision to invest in the shares of
CIECH S.A. (the “Company”) in the rights issue offering. This report
does not constitute an offer to sell, or an invitation to subscribe for
or to buy, any securities of the Company. In particular, this document
is not an offer of securities for sale in the United States.
The prospectus approved on 18 January 2011 by the Polish Financial
Supervision Authority constitutes the sole and only legally binding
offering document containing information about the Company’s rights
issue by way of a public offering of the Company’s shares and about
their admission and introduction to trading on the regulated market
operated by the Warsaw Stock Exchange. The prospectus will be published
and will be available on the Company’s website (www.ciech.com), and on
the website of Powszechna Kasa OszczÄ™dnoÅ›ci Bank Polski SpóÅ‚ka Akcyjna
OddziaÅ‚ – Dom Maklerski PKO Banku Polskiego w Warszawie
(www.dm.pkobp.pl) and Millennium Dom Maklerski S.A.
(www.millenniumdm.pl).
This report is not for distribution, directly or indirectly, in or into
the United States, or in other countries where the public dissemination
of the information contained herein may be restricted or prohibited by
law. The securities referred to in these materials have not been and
will not be registered under the U.S. Securities Act of 1933 or with any
securities regulatory authority of any State or other jurisdiction in
the United States, and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.
| |
|
