Report 26/2020
August 24th, 2020
Confidential information
Subject: “Raising of share capital of CI Games S.A. within the target capital limit through issue of series I ordinary shares”
I.
The Management Board of CI Games S.A. with a registered office in Warsaw (“the Company”), acting on the basis of: (i) Resolution 3/2/2018 of the Extraordinary General Meeting of CI Games S.A. with a registered office in Warsaw of September 27th, 2018 on (i) amendments to the Deed of Association of the Company within the scope of authorization of the Management Board of the Company upon the consent of the Board of Supervisors of the Company to raise the share capital of the Company within the target capital limit concerning authorization of the Management Board to withdraw, upon the consent of the Board of Supervisors of the Company, the pre-emptive rights in whole or in part with regard to raising of share capital of the Company within the target capital limit (“Resolution of the EGM”), (ii) resolution 2020/08/24/1 of the Board of Supervisors of the Company of August 24th, 2020 on granting consent for the Management Board of the Company to raise the share capital of the Company within the target capital limit through issue of series I ordinary shares, withdrawal of the pre-emptive rights of existing shareholders to all series I shares and amendments to the Deed of Association of the Company, hereby informs of the intent to raise the share capital of the Company within the target capital limit through issue of not less than 1 (one) and not more than 21,000,000 (twenty one million) of series I ordinary bearer shares, to withdraw in whole the pre-emptive rights of existing shareholders to all series I shares (“Shares Offered”) and to introduce into trading the rights to Series I Shares (“Rights to Shares”, “RtS”), as well as Offered Shares (“the Offering”).
II.
The Offering, on the basis of art. 3 section 1 in association with art. 1 section 4 letter a) and letter d) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (“the Prospectus Regulation”), shall not require preparation and approval of a prospectus or an information memorandum. The Offering shall be addressed to investors, who: (i) acquire the Offered Shares to the amount constituting the equivalent of at least PLN 500,000.000 or (ii) have the professional client status as defined in the act of July 29th, 2005 on trade in financial instruments (“Authorized Investors”).
III.
Conducting of the offering has been entrusted to Trigon Dom Maklerski S.A. (“the Investment Firm”). Offered Shares may be acquired exclusively in exchange for cash contributions. The issue price of the Offered Shares shall be determined by the Management Board of the Company taking into account the results of the book building process conducted by the Investment Firm (the “Order Book”), however, shall not be lower than PLN 1.20 per Offered Share. The order book will be opened on 08.27.2020, and its closing has been planned for 08.28.2020, not later than by 15:00. The Management Board of the Company does not exclude the possibility of shortening or extending of the Book Building process period.
In accordance with the Resolution of the EGM, a shareholder of the Company, satisfying the Authorized Investor criteria, specified in clause II above, who, as of August 24th, 2020, holds at least 0.25% of the share capital of the Company, shall be awarded, in relation to the remaining investors, the preference right (“Preference Right”) in acquisition of Offered Shares in accordance with the terms and conditions specified in the Resolution of the EGM. Exercising of the Preference Right will require submission to the Investment Firm until August 27th, 2020 of a document issued by the entity managing the security account of a given shareholder, confirming that as of August 24th, 2020, the shareholder was a shareholder of the Company holding at least 0.25% of the share capital of the Company.
Legal basis: art. 17 section 1 in association with art. 7 section 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th, 2014 on market abuse (MAR).
Marek Tymiński – President of the Management Board
