SMT S.A. – Registration of a decrease in the share capital in relation with the
redemption of series E shares together with a simultaneous increase in the share
capital in relation with the registration of series F shares. Completion of the
private placement of shares of Series F
Current Report 1/2014
The Management Board of the company SMT S.A. with its registered office in
Warsaw (the “Issuer”) informs that on 8 January 2014, the Issuer received in its
registered office a decision of the District Court for the capital city of Warsaw in
Warsaw, 13th Commercial Division of the National Court Register dated 30
December 2013 on the registration of a decrease in the share capital of the Issuer
in relation with the redemption of 317,466 (say: three hundred seventeen
thousand four hundred sixty-six) series E own shares together with a simultaneous
increase in the share capital by way of private placement of 317,466 (say: three
hundred seventeen thousand four hundred sixty-six) series F ordinary bearer
shares with a waiver of pre-emptive rights for existing shareholders resulting from
resolutions No 03 and 04 of the Extraordinary General Meeting of SMT S.A. of 13
November 2013.
The share capital of the Company was decreased from PLN 1,130,832.30 (say: one
million one hundred thirty thousand eight hundred thirty-two zlotys 30/100) to
PLN 1,099,085.70 (say: one million ninety-nine thousand eighty-five zlotys 70/100)
i.e. by the amount of PLN 31,746.60 (say: thirty-one thousand seven hundred
forty-six zlotys 60/100). The share capital of the Company was decreased through
the redemption of 317,466 (say: three hundred seventeen thousand four hundred
sixty-six) of the thus far issued 635,543 (say: six hundred thirty-five thousand five
hundred forty-three) series E ordinary bearer shares of a nominal value of PLN 0.1
(say: 10/100 zlotys) each, which corresponded to 317,466 (say: three hundred
seventeen thousand four hundred sixty-six) votes at the Issuer’s General Meeting.
Therefore the overall number of votes at the Issuer’s General Meeting after the
registration of the decrease in the share capital of the Issuer resulting from the
redemption of a part of series E shares amounted to 10,990,857 (say: ten million
nine hundred ninety thousand eight hundred fifty-seven). Series E shares were
redeemed with no remuneration paid to the shareholder, and such mode of
redemption is justified with the consent of the shareholder to such mode.
At the same time, on the basis of the above mentioned decision of the District
Court and resolution No 04 of the Extraordinary General Meeting of 12 November
2013, an increase in the share capital of the Issuer was registered from the
amount of PLN 1,099,085.70 (say: one million ninety-nine thousand eighty-five
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zlotys 70/100) to the amount of PLN 1,130,832.30 (say: one million one hundred
thirty thousand eight hundred thirty-two zlotys 30/100), i.e. by the amount of PLN
31,746.60 (say: thirty-one thousand seven hundred forty-six zlotys 60/100) by way
of an issue of 317,466 (say: three hundred seventeen thousand four hundred sixtysix) series F ordinary bearer shares of a nominal value of PLN 0.1 (say: 10/100
zlotys) each.
Therefore, the share capital of the Issuer as at the day of this report is divided
into:
a. 5,000,000 (say: five million) series A ordinary bearer shares of a nominal value
of PLN 0.1 (say: 10/100 zlotys) each
b. 2,000,000 (say: two million) series B ordinary bearer shares of a nominal value
of PLN 0.1 (say: 10/100 zlotys) each
c. 3,672,780 (say: three million six hundred seventy-two thousand seven hundred
eighty) series D ordinary bearer shares of a nominal value of PLN 0.1 (say: 10/100
zlotys) each
d. 318,077 (say: three hundred eighteen thousand seventy-seven) series E
ordinary bearer shares of a nominal value of PLN 0.1 (say: 10/100 zlotys) each and
e. 317,466 (say: three hundred seventeen thousand four hundred sixty-six) series F
ordinary bearer shares of a nominal value of PLN 0.1 (say: 10/100 zlotys) each
The overall number of votes resulting from all the shares issued by the Issuer upon
registration of the decrease in the share capital resulting from the redemption of
series E shares and a simultaneous increase in the share capital resulting from
issuing 317,466 series F shares is now 11,308,323 (say: eleven million three
hundred and eight thousand three hundred twenty-three).
Legal basis: Art. 5(1)(9) and 5(1)(12) of the Regulation of the Minister of Finance of
19 February 2009 concerning current and periodic information provided by
securities issuers and conditions of recognising as equivalent information required
under the regulations of a state not being a member state (Journal of Laws of 2009
No 33 item 259 as amended)
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