2021 Current Reports EN

Management Board of CPD S.A. (hereinafter the “Company”) with its registered office in Warsaw hereby announces that on June 24, 2021, pursuant to Resolution No. 18 of the Ordinary General Meeting of the Company of June 24, 2021 on the purchase of the Company’s shares for redemption, i.e. amending Resolution No. 3 of the Extraordinary Of the General Meeting of CPD SA of February 28, 2019 on the acquisition of the Company’s shares for redemption, the Management Board adopted a resolution on the continuation of the process of acquiring own shares by the Company for redemption, on the basis of which it decided to purchase under a tender offer the maximum number of own shares covered by the authorization granted so far not exercised by the General Meeting and determined the purchase price of shares in the above-mentioned tender offer in the amount of PLN 19.71 per share.

In view of the above, today, i.e. on June 25, 2021, the Company, acting as the summoner, announced through Bank Pekao S.A. – Pekao Brokerage House with its seat in Warsaw and Pekao Investment Banking S.A. a call (“Tender Offer”) to subscribe for the sale of 8,705,110 (eight million seven hundred five thousand one hundred and ten) ordinary bearer series AA shares with a nominal value of PLN 0.10 (ten groszy) each share, corresponding to 33.01% of shares in the share capital of the Company and entitling to 33.01% of votes at the General Meeting of the Company (“Shares”) traded on the stock exchange. The tender offer was announced on the basis of 73 sec. 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (i.e. Journal of Laws of 2020, item 2080, as amended). The entity purchasing the Shares under the Tender Offer will be the Company, and the Shares will be acquired for redemption pursuant to Art. 362 § 1 point 5) of the Commercial Companies Code

As a result of the Tender Offer, the Company intends – together with its own shares already held – to hold 17,404,946 (seventeen million four hundred four thousand nine hundred forty six) shares corresponding to 66% of the share capital of the Company and entitling to 66% of votes at the General Meeting of the Company.

The price at which the Company will acquire the shares specified in the Tender Offer is PLN 19.71 per share.

The full text of the Tender Offer is attached to this current report.

2021 06 25 Buyback call for CPD shares

 

Legal basis:

Art. 17 sec. 1 of MAR – confidential information

 

Signatures:

Elżbieta Wiczkowska, Board Member, 25 June 2021 r.

Iwona Makarewicz, Board Member, 25 June 2021 r.

The Management Board of CPD S.A. (“the Company”) hereby informs about shareholders holding at least 5% of the voting rights at the Ordinary General Meeting of the Company 24 June 2021.

List of shareholders holding at least 5% of the votes with number of votes held by each of them according to shares of the Company and an indication of their percentage share in votes represented at the Ordinary General Meeting of the Company and in the total number of shares of the Company, is attached to the Report.

Shareholders list over 5%_OGM 2021 06 24

 

Legal basis:

Article 70 sec. 3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to an Organized Trading and Public Companies, dated 29 July 2005.

 

Signatures of persons entitled to representation:

Elżbieta Wiczkowska, Member of the Management Board, 24 June 2021

Iwona Makarewicz, Member of the Management Board, 24 June 2021

The Management Board of CPD S.A. („the Company”) hereby announces the contents of resolutions adopted by the Ordinary General Meeting of the Company held 24 June 2021.

Resolutions adopted by the Ordinary General Meeting of the Company are presented in the document attached to this report.

2021 06 24 Adopted Resolutions OGM

 

Legal basis:

19.1.6 of the Decree of Minister of Finance dated March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmembers of state

 

Signatures of persons entitled to representation:

Elżbieta Wiczkowska, Member of the Management Board, 24 June 2021

Iwona Makarewicz, Member of the Management Board, 24 June 2021

The Management Board of CPD S.A. (hereinafter referred to as the “Company”), informs that on 10 June 2021, the Company received a notification from Laxey Group Limited pursuant to Art. 69 of the Act on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies of 29 July 2005 (Journal of Laws No. 184, item 1539, as amended).

 

The full content of the notifications is attached to this report.

Notification of LGL

 

Legal basis:

Article 70 point 1 and Art.70a of the Act on the offering – purchase or sale of a significant share package.

 

Signatures of persons entitled to representation:

Elżbieta Wiczkowska, Member of the Management Board, 11 June 2021

Iwona Makarewicz, Member of the Management Board, 11 June 2021

Management Board of CPD S.A. (hereinafter the “Company”) informs that on 31 May 2021, the Company granted securities in connection with the signing of Annex No. 7 dated 28 May 2021 to the loan agreement No.KKWA0016 / 11 dated 12 August 2011 between Belise Investments sp. z o.o., a subsidiary of the Company, (hereinafter “Subsidiary”, “Borrower”), and Santander Bank Polska SA (hereinafter the “Agreement”), on the basis of which Belise Investments sp. z o.o. was refinanced a non-revolving Investment Loan in the amount of EUR 12,523,500 for the Iris building at 9 Cybernetyki Street in Warsaw (the “Loan Agreement”).

The collaterals for the repayment of the Bank’s receivables under the Loan Agreement are:

• Mortgage on real estate,
• Registered and financial pledges on the rights from the Borrower’s bank accounts,
• Registered pledges on shares in the Subsidiary,
• Registered pledge on the Borrower’s enterprise,
• Surety agreement concluded with the Company,
• Agreement on the subordination of receivables, incl. Loan repayment companies,
• Declarations of submission to enforcement directly from the notarial deed issued, inter alia, by the Company,
• Assignment of the Borrower’s receivables under rental and insurance contracts and contracts with the building manager.

The final repayment of the Loan will take place no later than 30 May 2026. The amounts due will be repaid in EUR, according to the agreed repayment schedule. For the loan granted, the Subsidiary will pay interest at the variable 3M EURIBOR interest rate, increased by the Bank’s margin.

Legal basis:

Article 17.1 MAR – Inside information

Signatures of persons representing the Issuer:

Elżbieta Wiczkowska, Member of the Board, 31 May 2021

Iwona Makarewicz, Member of the Board, 31 May 2021