Current Report No. 28/2023
Date: 14 July 2023
Legal Basis: Art. 17(1) of the MAR Regulation
Subject: Issuance of F Series Convertible Bonds
The Management Board of CI Games SE with its registered seat in Warsaw (the “Company”) informs that on 14 July 2023, the Management Board adopted a resolution on the issuance of registered series F bonds, convertible into ordinary bearer shares of the Company series L, with a total nominal value of the Bonds up to EUR 6,000,000 (six million euro) (the “Bonds”), with a nominal value of EUR 100,000 (one hundred thousand euro) each Bond.
The conversion of the Bonds into series L shares will take place on the terms set out in Resolution No. 23/2/2023 of the Ordinary General Meeting of the Company of June 29, 2023 “on the issue of convertible bonds, depriving the Company’s shareholders in full of the pre-emptive right to convertible bonds, conditional increase of the Company’s share capital, depriving the Company’s shareholders of the pre-emptive right to series L shares in full and amending the Company’s Articles of Association”
and in the Terms of Issuance of Bonds.
The Bonds will bear interest. The interest rate will be fixed and will amount to 8% (eight percent). Detailed terms of interest payment, including its amount and length of interest periods, are specified in the Terms of Issuance of the Bonds. The bondholder has the right to demand early redemption of the Bonds in the cases specified in the Terms of Issuance of the Bonds.
The date of issue of the Bonds will be the day specified in the Terms of Issuance of the Bonds, i.e. the date on which the Bonds were first recorded in the register kept by the issue agent, in accordance with the relevant provisions of Polish common law. The redemption date of the Bonds will fall on the first anniversary of the date of issuance of the Bonds, subject to the possibility of their early redemption, on the terms set out in the Terms of Issuance of the Bonds.
The Bonds will be offered on the terms set out in the invitation to purchase Bonds, which will be addressed to a qualified investor within the meaning of Article 2(e) of 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 (OJ 2017/1129). EU. L 2017 No. 168, p. 12, as amended; “Regulation 2017/1129”), therefore, in accordance with Regulation 2017/1129, the issuance of Bonds does not require the publication of a prospectus or information memorandum.
The objective of the Bonds issuance within the meaning of Article 32 of the Act on Bonds of 15 January 2015 is to develop the Issuer’s business operations.
The Management Board of the Company considered it justified to classify this information as confidential within the meaning of Article 7(1) of the MAR Regulation.
Marek Tymiński – President of the Management Board
David Broderick – Vice-President of the Management Board
