Current report no. 7\/2019<\/p>\n
May 20, 2019<\/p>\n
Confidential information<\/p>\n
\u201cAdoption of resolutions on the issue of new shares of CI Games S.A.\u201d<\/p>\n
The Management Board of CI Games S.A. with its registered office in Warsaw (\u201cCompany\u201d) hereby informs that today it has taken up \u2013 in the performance of the authorization granted to the Management Board in Resolution No. 3\/2\/2018 of the Extraordinary General Meeting of Shareholders of the Company of September 27, 2018, on (i) amendments to the Company\u2019s Articles of Association with respect to authorization of the Company\u2019s Management Board with the consent of the Company\u2019s Supervisory Board to increase the share capital of the Company within the limits of the authorized capital, (ii) on the amendment to the Company\u2019s Articles of Association with respect to authorization of the Company\u2019s Management Board, to deprive with the consent of the Company\u2019s Supervisory Board, of the subscription rights, in whole or in part, to increase the Company\u2019s share capital within the limits of the authorized capital, (iii) authorizing the Company\u2019s Supervisory Board to adopt the uniform text of the Company\u2019s Articles of Association (\u201cEGM Resolution\u201d), and pursuant to \u00a7 10a of the Company\u2019s Articles of Association, upon obtaining the consent of the Company\u2019s Supervisory Board covered by Resolution No. 2019\/05\/20\/01 of the Supervisory Board of CI Games S.A. of May 20, 2019, on granting the consent to increase the Company\u2019s share capital within the limits of the authorized capital by issuing ordinary bearer series H shares, divesting the existing shareholders of the subscription right to all series H shares, and amending the Company\u2019s Articles of Association, adopted by circulation \u2013 resolution on increasing the Company\u2019s share capital within the limits of the authorized capital from the amount of PLN 1,511,099.90 (one million five hundred and eleven thousand ninety nine Polish zlotys 90\/100) by the amount not lower than PLN 0.01 (1\/100) and not higher than PLN 120,000.00 (one hundred and twenty thousand Polish zlotys), i.e. to the amount not lower than PLN 1,511,099.91 (one million five hundred eleven thousand ninety nine Polish zlotys 91\/100) and not more than PLN 1,631,099.90 (one million six hundred thirty one thousand ninety nine Polish zlotys 90\/100) (\u201cCapital Increase\u201d). The Capital Increase shall be effected through the issue of not less than 1 (one) and not more than 12,000,000 (twelve million) ordinary series H bearer shares with a par value of PLN 0.01 (01\/100) per share (\u201cSeries H Shares\u201d) (\u201cResolution of the Management Board\u201d).<\/p>\n
Pursuant to the Resolution of the Management Board, the issue price of Series H Shares shall not be lower than PLN 0.90 (90\/100) and shall not be higher than PLN 1.00 (one Polish zloty).<\/p>\n
The Series H Shares shall be issued in the form of an open subscription within the meaning of art. 431 \u00a7 2(3) of the Code of Commercial Companies, conducted by way of a public offering within the meaning of the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies of July 29, 2005 (Journal of Laws of 2019, item 623, as amended; the \u201cAct on Public Offering\u201d), provided that:<\/p>\n
(i) the Management Board shall offer Series H Shares on a pre-emptive basis to the Company\u2019s shareholders from among those who, within 3 (three) days of the date of adoption of the Resolution of the Management Board, have demonstrated that on the date of adoption of the Resolution of the Management Board they are the Company\u2019s shareholders (\u201cPre-emptive Right to Subscription\u201d). The Pre-emptive Right to Subscription is attributable to a particular shareholder in the amount equivalent to the product of: (a) the ratio of the number of Company shares held by that shareholder as at the date of announcing the Management Board\u2019s Resolution to the number of all existing shares in the Company, and (b) the final number of Series H Shares. In order to exercise the Pre-emptive Right to Subscription, the shareholder must meet the additional requirements, i.e:<\/p>\n
(a) presentation of a document issued by the entity maintaining the securities account of that shareholder confirming that the shareholder is a shareholder on the date of announcing the Management Board\u2019s Resolution and holds shares representing at least 0.25% (twenty-five hundredths per cent) of the Company\u2019s share capital; (b) submission of a subscription order by an eligible shareholder in the process of offering Series H Shares at a price not lower than the final determined issue price of Series H Shares; and (c) submission of a subscription order for Series H Shares at the issue price determined by the Management Board;<\/p>\n
(ii) in case the shareholder eligible to the Pre-emptive Right to Subscription is an investment fund within the meaning of Act on investment funds and managing alternative funds of May 27, 2004 (Journal of Laws of 2018, item 1355), at the request of such an eligible shareholder the Company\u2019s Management Board may make an offer of subscription of Series H Shares also to other investment fund(s) within the meaning of the above-mentioned act managed by the same association of investment funds (\u201cRelated Parties\u201d). The total number of Series H Shares offered by the Company\u2019s Management Board to such an eligible fund or its Related Parties within the exercise of the Pre-emptive Right to Subscription cannot exceed the number of shares referred to in point (i) above.<\/p>\n
The Company\u2019s Management Board also adopted a resolution on amending the Company\u2019s Articles of Association to reflect the above-described increase in the share capital (\u201cAmendment to the Articles of Association\u201d).<\/p>\n
Pursuant to the Resolution of the Management Board, the Company shall take all actions aimed at: conducting a public offering of Series H Shares (\u201cPublic Offering\u201d); applying for admission and introduction of Series H Shares to trading on the regulated market of the Warsaw Stock Exchange (Gie\u0142da Papier\u00f3w Warto\u015bciowych w Warszawie S.A.) (\u201cWSE\u201d) of Series H Shares; dematerialization of Series H Shares in connection with the Public Offering.<\/p>\n
Within 3 (three) days from today\u2019s date, the Company\u2019s shareholders who wish to participate in the Public Offering in the exercise of the Pre-emptive Right to Subscription shall present to the Company a document issued by the entity maintaining the securities account of that shareholder, confirming that the shareholder is a shareholder of the Company on the date of announcing the Resolution of the Management Board and holds shares representing at least 0.25% (twenty-five hundredths per cent) of the Company\u2019s share capital.<\/p>\n
Legal basis: art. 17(1) as read with 7(1) of the Regulation of the European Parliament and of the Council (EU) no. 596\/2014 of April 16, 2014, concerning market abuse regulation (MAR).<\/p>\n
Marek Tymi\u0144ski \u2013 President of the Management Board<\/p>\n","protected":false},"excerpt":{"rendered":"
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