English
PolishManagement Board of CPD S.A. (formerly: Celtic Property Developments S.A.) (hereinafter: the ”Company”) informs that as of 10 September 2014, the Company is in possession of information that the District Court in Warsaw, XIII Commercial Division of the National Court Register on 9 September 2014 registered:
1) Amendment to the Articles of Association adopted under the resolution of the Company’s Supervisory Board no 1/VIII/2014 of 18 August 2014.
Registered amendment to the provisions of the Company’s Articles of Association concerns § 2 par. 1 of the Company’s Articles of Association, which was given the following wording:
„Company’s business name shall be: CPD Spółka Akcyjna. Company may use an abbreviated business name CPD S.A. or a distinguishing logo.”
Previous wording of § 2 par. 1 of the Company’s Articles of Association:
„Business name of the Company shall be: CELTIC PROPERTY DEVELOPMENTS Spółka Akcyjna. Company may use an abbreviated business name CELTIC PROPERTY DEVELOPMENTS S.A. or a distinguishing logo.”
As a result of the above registration of the change of the Company’s Articles of Association, the Company’s business name was changed from the current – Celtic Property Developments S.A. – to a new one and namely: CPD S.A.
Other registration details of the Company:
CPD S.A. with its registered office in Warsaw (02-677) at ul. Cybernetyki 7b, entered to the Register of Business Entities maintained by the District Court in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000277147, NIP 6772286258, REGON 120423087, with the share capital partly paid-up 3 459 559,70 PLN;
2) conditional increase of the share capital by the amount of no more than 979 136 zlotys and related amendment to the Articles of Association
Conditional increase of the share capital was conducted on the basis of resolution no 3 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. of 5 August 2014 concerning: issue of bonds series A convertible to the Company’s shares series G and deprivation of current shareholders of their pre-emption right in full with respect to taking up of the convertible bonds series A, conditional increase of the share capital of the Company, deprivation of current shareholders of their pre-emption right in full with respect to shares series G and amendment to the Company’s Articles of Association, dematerialization of shares series G and application for admission and introduction of shares series G to trading on the regulated market, the content of which was provided by the Company in its current report no 18/2014.
Conditional increase of the share capital shall be effected in the form of issue by the Company of up to 9,791,360 (in words: nine million seven hundred ninety one thousand three hundred sixty) of the Company’s ordinary bearer shares series G, with the nominal value of 0.10 zł (in words; ten groszys) each and total nominal value of up to 979,136 zlotys (in words: nine hundred seventy nine thousand one hundred thirty six zlotys). Conditional increase of the share capital was made in order to enable the bond holders of convertible bonds series A to exercise their right to take up no more than 9,791,360 shares series G. The objective of the issue of convertible bonds series A has been for the Company to obtain financing for key development projects of the Company and to improve its financial structure.
Total nominal value of the Bonds shall amount to no more than 8,000,000.00 EUR (eight million euro). Company shall announce the issue of the bonds in a relevant current report. Shares series G shall be created at the moment the bond holders have exercised their rights attached to the convertible bonds series A, which shall be announced by the Company in a relevant current report, however the bond holders shall be able to convert the convertible bonds series A to shares series G not earlier than after the lapse of 12 months from the date of issue of the bonds series A, by the fifth day prior to the buy-out of said bonds, falling 3 (three) years after the date of issue of the bonds.
In connection with the registration of the conditional increase of the share capital referred to above, the amendment to the provisions of the Articles of Association of the Company was also registered, adopted under the resolution no 3 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. of 5 August 2014:
a) the following § 4c has been deleted:
“On the basis of the resolution no 3 of the Extraordinary General Meeting of 10 January 2013 the share capital has been conditionally increased by the amount of up to 8,877.60 zlotys (in words: eight thousand eight hundred seventy seven 60/100 zlotys) by the issue of no more than 88 776 (in words: eighty eight thousand seven hundred seventy six) of the Company’s ordinary bearer shares series E, with the nominal value of 0.10 zlotys (in words: ten groszys) each and the total nominal value of no more than 8,877.60 zlotys (in words: eight thousand eight hundred seventy seven 60/100 zlotys).”
b) the following § 4d of the Company’s Articles of Association was added:
“On the basis of the resolution no 3 of the Extraordinary General Meeting of 5 August 2014 the share capital has been conditionally increased by the amount of up to 979 136 zlotys (in words: nine hundred seventy nine thousand one hundred thirty six zlotys) by the issue of no more than 9 791 360 (in words: nine million seven hundred ninety one thousand three hundred sixty) of the Company’s ordinary bearer shares series G, with the nominal value of 0.10 zlotys (in words: ten groszys) each and the total nominal value of no more than 979 136 zlotys (in words: nine hundred seventy nine thousand one hundred thirty six zlotys).”
As of the date of registration of said amendments to the Articles of Association by the registry court, the resolution of the Company’s Supervisory Board of 18 August 2014 on the determination of consolidated text of the amended Articles of Association of the Company, came into force (consolidated text of the Articles of Association of the Company was published in the current report no 22/2014 of 19 August 2014).
Legal basis: § 5 par. 1 subpar. 9) and § 38 par. 1 subpar. 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by the issuers of securities and conditions for recognition as equivalent of the information required under the provisions of law of the non-member state.
Signatures of persons authorized to represent the Company:
1. Elżbieta Donata Wiczkowska, President of the Management Board, 17 September 2014