2014 Current Reports EN

The Management Board of CPD S.A. (formerly: Celtic Property Developments S.A.) (hereinafter “the Company”) informs that 26 September 2014 the Management Board adopted the Resolution on allotment of I Tranche of convertible bonds of series A and thereby the Company issued the convertible bonds of I Tranche. The bonds of I Tranche are to be repurchased on 26 September 2017. The issuance of the bonds of I Tranche has been carried out as non-public issuance, under article 9.3 of the Bonds Act and under the resolution of the Issuer’s Management Board No. 3/IX/2014 on issuance of the bearer bonds of series D, in the programme of bonds issuance.
The bonds have been issued on the following terms:
1. The Issuer has not defined the objective of the issuance within the meaning of the Bonds Act and does not define the undertaking to be financed with the Bonds issuance.
2. The issued bonds are registered bonds of series A of nominal value EUR 50,000.00 each, convertible into ordinary bearer stocks of series G in the Company of nominal value zł 0.10 each. The Bondholder may convert the Bonds into the Stocks at least 12 months after the Issuance Date and at least five days before the Repurchase Day; however in the event that the Earlier Bonds Repurchase Demand is made because of the Event of Default, the right of conversion shall expire for the Bonds subject to the earlier repurchase.
3. Total nominal value of the issuance under the resolution no. 3 of 5 August 2015 of the Extraordinary General Meeting of the Company shall amount up to EUR 8,000,000.00. In I Tranche the Company has issued 110 bonds of series A of nominal value EUR 50,000 (in words: fifty thousand euros) each and of total nominal value EUR 5,500,000 (in words: five million and five hundred thousand euros).
4. The nominal value per one bond amounts to EUR 50,000 (in words: fifty thousand euros). The issuing price per one bond amounts to EUR 50,000 (in words: fifty thousand euros).
5. The bonds are subject to fixed interest rate of 10% (ten percent) per annum from the Bonds Issuance Day.
The bonds shall be repurchased by the Company on the 3rd anniversary of the Issuance Day, i.e. 27 September 2017, unless an earlier repurchase takes place in the Event of Default of the terms of issuance of the Bonds by the Issuer.
If the Bond Holder exercises the right to convert the Bonds into the Stocks, the claim to have the Bonds repurchased shall expire. Any Bonds not converted into stocks shall be repurchased for the amount equal to their nominal value increased by interest. The day of payment of the Repurchase Amount shall be the Day of Repurchase or the Day of Earlier Repurchase of the Bonds in the Event of Default. Repurchased Bonds shall be redeemed.
6. The Bonds are not secured.
7. The value of the Issuer’s liabilities as of the last day of the quarter preceding the Bonds Acquisition Proposal, i.e. 30 June 2014, amounted to zł 11,627,000. CPD S.A. shall acquire capital from the Group’s subsidiaries.
8. The Issuer has not defined the objective of the issuance within the meaning of the Bonds Act and does not define the undertaking to be financed with the Bonds issuance.
9. Rules for translation of the value of non-financial obligation into financial obligation.
In the event of the Issuer’s being late with fulfilment of its non-financial obligation, i.e. failure to register the Stocks on the Bondholder’s securities account within 3 months of the day of making proper Statement on taking up the Stocks, the Bondholder may (or – if before that deadline the Bondholder submits a demand to have the Stocks released in the form of document – in the event of failure to release the Stocks document within 7 (seven) days of the date of submission of the demand to have it released) deliver to the Issuer its written demand to have the non-financial obligation transformed into a financial one, according to which the Bonds, with regard to which the Issuer is late with fulfilment of the non-financial obligation, shall become immediately due and payable on the next Business Day following the day of delivery of the Obligation Transformation Demand. On the day, on which the above Bonds become due under the Obligation Transformation Demand, the Issuer shall be required to pay for each Stock subject to the Statement on taking up the Stocks the amount equal to the value of one stock in the Company at the closing of listing on the last day, on which the Stocks were to be registered on the securities account / released.
10. The Bonds are not secured.

Legal grounds: § 5.1.11) in connection with § 17 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information passed by issuers of securities and on terms for consideration of information required under laws of states that are not Member States as equivalent.

Signatures of persons authorised to representation:
1. Elżbieta Donata Wiczkowska, President of the Management Board, 27 September 2014

Management 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

Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (the “Company”) announces that on 10th of September 2014, the Company signed an investment agreement (the “Agreement”) the joint venture in the field of realization of complex of buildings with services and associated infrastructure in Warsaw Ursus district.

The agreement was concluded between:
1) CELTIC PROPERTY DEVELOPMENTS S.A. in Warsaw,
2) Challenge Eighteen sp. zo.o. in Warsaw (the “Subsidiary”),
3) 1/95 Gaston Investments, a limited liability company with its registered office in Warsaw (the “Subsidiary”, “Limited Partnership”)
4) Lakia Enterprise Ltd in Nicosia (Cyprus) (the “Subsidiary”),
and
5) Unibep S.A. in Bielsk Podlaski,
6 Unidevelopment S.A. in Warsaw.

The subject of an Agreement is joint realization of investment on the part of the property (the “Property”) belonging to Celtic Property Developments S.A. group of companies ie. 1/95 Gaston Investments company with limited liability company in Warsaw (the “Limited Partnership”).

Above Property consist of plot No. 95, No. rpm. Reg. 2-09-09, with an area of 3.6811 hectares and is located at Traktorzystów street in Warsaw (Warsaw district – Ursus).

On the Property there will be implemented in two stages, the construction of complex of buildings with services together with associated infrastructure, with assumed area of approx. 20,000 m2 of usable space (the “Project”), the general contractor will be Unibep S.A. and the company Unidevelopment S.A. will supply replacement investor services over the Project. The agreement also includes conduction of marketing activities related to the sale of apartments units build under the projects, and then on the total sales of usable space and the principle of profit sharing.

Participation of CELTIC PROPERTY DEVELOPMENTS S.A. in the Project realization consists of:

a) the implementation of Project on Property belonging to the Company’s limited partnership,
b) provision by Gaston Investments sp. o.o. financial and operating controls services on the Project and supervision over Unibep S.A. as general contractor.

The Agreement shall enter into force subject to the parties agree (accept) all the Annexes to the Agreement until 13 October 2014. In addition – as regards the accession Unidevelopment S.A. to the limited partnership company – Agreement enters into force, subject to the approval of the President Office of Competition and Consumer Protection of the concentration of entrepreneurs.

The agreement doesn’t meet the criterion of being recognized as a significant agreement because of the value not exceeding 10% of the equity of the Issuer, which by the end of the first half of 2014 years amounts to 305 598 thousand PLN.

Legal basis:
§ 56. 1 item 1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005. (Ie. OJ of 2013. Pos. 1382, as amended.)

Representatives:
1. Elżbieta Donata Wiczkowska, Prezes Zarządu, 11 września 2014 r.

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”) hereby announces that on August 18, 2014 the Supervisory Board of the Company, adopted the resolution on accepting consolidated text of the Statute, incorporating the amendments approved by the Ordinary General Meeting of the Company in § 1 of the Resolution no. 23 dated on May 29, 2014 and the Resolution no. 3 of § 15 dated on August 5, 2014 of the Extraordinary General Meeting of the Company.

The resolution of Supervisory Board on establishment of consolidated text of the amended Articles of Association of the Company, shall enter into force on the date of its adoption, ie. August 18, 2014 with effect from the date of registration of the amendments to the Articles of the Company by the registry court. Information on registration of amendments to the Articles of the Company will be published by the Company in the form of a current report, immediately after receiving the relevant provisions of the registration court.

The consolidated text of the Articles of Association of the Company is attached to this report.

Legal basis:
§ 38. 1 point 2 point b Regulation of the Minister of Finance of 19 February 2009 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.

Signatures of persons entitled to representation:
Elżbieta Wiczkowska, President, 19 August 2014

Downloads
Statute of CPD S.A.

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”) with reference to current report no 18/2014 of 6 August 2014, in connection with the content of Resolution No. 3 of the Extraordinary General Meeting of the Company of 5 August 2014 on the issuance of bonds of series A convertible to the Company’s shares of series G and the deprivation of the existing shareholders of the pre-emptive rights in whole with respect to the convertible bonds of series A, the contingent increase of the share capital of the Company, the deprivation of the existing shareholders of the pre-emptive right in whole with respect to the shares of series G and on the amendment of the Statutes of the Company, dematerialization of the shares of series G and the and the seeking of the shares of series G to be admitted and introduced to trading on the regulated market, the Board announces that agreed the content of the “Regulations of the submission of the declarations of interest in the acquisition of the bonds by the shareholders of Celtic Property Developments S.A. (“the Regulations”).
The Regulations is attached to this report.

Signatures of the persons entitled to representation:

Elżbieta Wiczkowska, President of the Board, 18.08.2014 r.

Downloads
CPD_SA_REGULATIONS_OF_THE_SUBMISSION_OF_THE_DECLARATIONS.pdf