2013 Current Reports EN

Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter the „Company”) with its registered office in Warsaw, acting on the basis of art. 56 par. 1 subpar. 1 and art. 57 par. 3 of the Act on public offering and conditions for introduction of financial instruments to the organized trading system and on public companies of 29 July 2005 (i.e. of 2009, Journal of Laws no 185, item 1439 as amended) announces to the public the content of the confidential information, the announcement of which has been delayed in accordance with the provisions of art. 57 par. 1 of the act of 29 July 2005 on public offering and § 1 and §2 par. 1 subpar. 1) of the Regulation of Minister of Finance on the type of information which may violate equitable interest of the issuer, and manner of conduct of issuer in connection with the delay in announcing to the public of confidential information of 13 April 2006 (Journal of Laws no 6, item 476):

„Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (the „Company”) hereby informs that on 16 January 2013 under the Resolution no 5/1/2013 it has adopted a decision concerning the buy-back of the Company’s own shares, in connection with Resolution no 3 of the Extraordinary General Meeting of the Company of 10 August 2012 on the buy-back of the Company’s own shares for the purpose of redemption.

The Management Board has adopted the following parameters with respect to the planned buy-back of the Company’s shares:

1) Price of one share shall amount to 7.10 PLN;
2) Maximum number of repurchased shares shall not exceed 1 732 394 shares.

In order to realize the buy-back of the Company’s own shares, the Management Board of the Company shall publish the Invitation to Submit Proposals for Sales of Shares.”

Disclosure of information on the terms and conditions of the buy-back has been delayed as in the opinion of the Issuer’s Management Board the disclosure thereof prior to publishing of the Invitation to Submit Proposals for Sales of Shares which shall include detailed principles of replying to this Invitation, may materially affect the price of the Company’s shares and result in an unequal treatment of shareholders who receive information on details of buy-back procedures after the final arrangement with respect to the terms and conditions of the buy-back has been made between the Company and the intermediary. Information on the delay in performance of the information obligation has been provided to the Polish Financial Supervision Authority on 17 January 2013, the delay has been subsequently extended twice, on 25 January 2013 and on 28 February 2013.

Management Board of the Company informs that in connection with today’s publishing of the Invitation to Submit Proposals for Sales of Shares, it has adopted a decision on the disclosure of the confidential information.

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Board, 27 March 2013
2. Andrew Morrison Shepherd, President of the Board, 27 March 2013.

Management Board of Celtic Property Developments SA (The Company) announces that on 20 March 2013 adopted resolution to increase the share capital within the authorized capital (the Resolution).

On the basis of the Resolution, the share capital of the Company will be increased from the amount of 3,430,748.80 zł (three million, four hundred thirty thousand seven hundred forty eight polish zloty and eighty groszy) up to 3,450,682.10 zł (three million, four hundred fifty thousand six hundred eighty two polish zloty), for the amount 19,933.30 zł (nineteen thousand nine hundred thirty-three polish zloty and thirty groszy) by the issue in the authorized capital of 199,333 (one hundred ninety-nine thousand three hundred thirty-three) series F ordinary bearer shares with a nominal value of 0,10 zł (ten groszy) per share (the Series F Shares).

The share capital of the Company through the issuance of Series F Shares, takes place within the limits of the authorized capital, on the basis described above Board’s Resolutions, which was authorized to carry out the capital increase in the above manner, on a basis of § 4a of the Company’s Articles of Association.

Share capital increase through the issuance of Series F Shares shall be made with the consent of the Supervisory Board, excluding the subscription rights of the existing shareholders, in form of a private issuance, addressed to a selected, cooperating with the Company other company.

The Management Board decided that the issue price per Series F Share will be equal to its nominal value and amount to 0,10 zł (ten cents) per share, which the Supervisory Board agreed. Series F Shares will be fully paid in cash by bank transfer to the bank account of the Company within seven (7) days from the date of acceptance of the offer to acquire Series F Shares.

In accordance to the increase of the share capital on a basis of above Resolution, amendments to the Articles of the Company has been made in § 4. 1 of the Articles of Association reading as follows:

“The initial capital of the Company equal to 3,430,748.80 zł (three million, four hundred thirty thousand seven hundred forty eight polish zloty) and is divided into 34,307,488 (thirty four million three hundred and seven thousand four hundred eighty eight) shares with a nominal value of 0.10 PLN (ten groszy) each, including:

a) 34,068,252 (thirty four million sixty eight thousand two hundred fifty two) series B ordinary bearer shares,
b) 163 214 (one hundred and sixty-three thousand two hundred and fourteen) series C ordinary bearer shares,
c) 76,022 (seventy-six thousand and twenty-two) series D ordinary bearer shares”

replaced by the following:

“The initial capital of the Company equal to 3,450,682.10 zł (three million, four hundred fifty thousand six hundred eighty two polish zloty) and is divided into 34,506,821 (thirty four million five hundred and six thousand eight hundred twenty one) shares with a nominal value of 0.10 PLN (ten groszy) each, including:

a) 34,068,252 (thirty four million sixty eight thousand two hundred fifty two) series B ordinary bearer shares,
b) 163 214 (one hundred and sixty-three thousand two hundred and fourteen) series C ordinary bearer,
c) 76,022 (seventy-six thousand and twenty-two) series D ordinary bearer shares,
d) 199 333 (one hundred ninety nine three hundred thirty three) series F ordinary bearer shares”

The Management Board also announces that about the registration of share capital increase and the change in the Articles of Association will inform in the separate current reports after receipt of a court registration. Furthermore, in accordance with the attorney contained in Resolution No. 7 of the Extraordinary General Meeting dated on 2 September 2010, immediately after the registration of share capital increase through the issuance of Series F Shares, the Company will take factual and legal steps leading to admission and introduction of series F shares on the Warsaw Stock Exchange market.

Signatures of persons authorized to represent the Company:
1. Elizbieta Donata Wiczkowska, Member of the Board, 21 March 2013,
2. Aled Rhys Jones, Member of the Board, 21 March 2013,

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (“the Company”) hereby announces that on 19 March 2013 the Supervisory Board adopted the resolution on appointment of PricewaterhouseCoopers Sp. z o.o. with the corporate seat in Warsaw, Al. Armii Ludowej 14, registered under the number 144 on the list of entities entitled to audit financial statements 144, as auditor entitled to:

– audit the consolidated financial statements of CELTIC PROPERTY DEVELOPMENTS S.A for the financial year ending on 31 December 2013;
– audit the stand-alone financial statements of CELTIC PROPERTY DEVELOPMENTS S.A. for the financial year ending on 31 December 2013;
– review the mid-year consolidated financial statements of CELTIC PROPERTY DEVELOPMENTS S.A. as of 30 June 2013;
– review the mid-year stand-alone financial statements of CELTIC PROPERTY DEVELOPMENTS S.A. as of 30 June 2013;

The agreement with PricewaterhouseCoopers Sp. z o.o. shall be concluded for the period necessary to complete the works provided therein.

Legal basis: Art. 5.1.19 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of non-member state.

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Management Board, 20 March 2013
2. Aled Rhys Jones, Member of the Management Board, 20 March 2013.

Management Board of Celtic Property Developments SA (the Company), in reference to Current Report no 9/2013 dated on 6 March 2013, informs that received the message from the Operational Department of the National Depository for Securities (the NDS), stating that according to the Resolution of NDS Board No. 155/13 dated on 25 February 2013, the National Depository will register 76 022 series D ordinary bearer shares with code PLCELPD00013 on 7 March 2013.

Legal basis: § 34 section 1 point 1 of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated 19 February 2009.

Signatures of persons authorized to represent:
1 Elizbieta Donata Wiczkowska, Board Member, 6 March 2013,
2 Piotr Turchoński, Proxy, 6 March 2013,

The Management Board of Celtic Property Developments SA (the Company) announces that today it was informed that the Management Board of the Warsaw Stock Exchange (the WSE) on the basis of the Company’s request dated on 28 February 2013 published in Current Report No. 8/2013, adopted Resolution No. 255/2013 dated on 5 March 2013 concerning the admission and introduction to trading on the WSE 76 022 series D common bearer shares of Celtic Property Developments SA with nominal value of 0,10 zł each.

WSE Management Board decided on 7 March 2013, in an ordinary procedure to introduce Company shares to stock exchange trading on a regulated market under condition that the National Depository for Securities will register these shares with the coding PLCELPD00013 on 7 March 2013.

Legal basis: § 34 section 1 point 2 of the Ordinance of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state, dated 19 February 2009.

Signatures of persons authorized to represent the Company:
1 Elizbieta Donata Wiczkowska, Board Member, 6 March 2013,
2 Piotrr Turchoński, Proxy, 6 March 2013,