The Management Board of TOYA S.A. hereby informs that on 11 September 2014 it has adopted a resolution in the form of authenticated deed, concerning the increase of Company’s share capital by issuing shares series H within authorized capital and a resolution concerning the exclusion of subscription right for new shares series H by existing shareholders.
The Management Board, acting on the base of received authorization in § 7 points 5-7 of Company’s Articles of Associations has increased the share capital from PLN 7 553 621 (seven million five hundred fifty three thousand six hundred twenty one zloty) to PLN 7 786 621 (seven million seven hundred eighty six thousand six hundred twenty one zloty) that is by PLN 233 000 (two hundred thirty three thousands), by way of issue 2 330 000 ordinary bearer shares series H (two million three hundred thirty three thousands) numbered from 1 to 2 330 000 with par value of PLN 0.1 (ten cents) each and issue price of PLN 4.25 (four zloty 25/100) per share. The purpose of the share capital increase is the implementation of the Company’s investment regarding obtaining 100% control of a subsidiary YATO Tools., Ltd., and as a consequence of the investment – the granting of rights to subscribe for shares of the Company Mr Su Gang (private subscription), as described in the current report no 20 / 2014 dated 25 June 2014., and current report no 29/2014 dated 16 July 2014.
Therefore, the person entitled to subscribe for shares of series H is Mr Su Gang, a citizen of the PRC and former shareholder YATO TOOLS (Shanghai) Co. Ltd.
The term to exercise right to acquire shares series H and sign the agreement to acquire those shares expires on 1 April 2015.
The shares series H shall participate in the dividend distribution based on the following rules:
a) shares series H issued or entered on the securities account of the given shareholder by or on the dividend date set by the resolution of the Company’s General Shareholders Meeting concerning the dividend distribution shall participate in the dividend staring from the net profit for the preceding financial year, that is from 1 January of the year directly preceding the year when new shares have been issued or entered on the securities account.
b) shares series H issued or entered on the securities account of the given shareholder after the dividend date set by the resolution of the Company’s General Shareholders Meeting concerning the dividend distribution shall participate in the dividend starting from the year during which new shares have been issued or entered on the securities account, that is from 1 January of the given financial year.
After registration of the new shares by the Court, the Company will apply for admission of the shares series H to trading in the regulated market on Warsaw Stock Exchange.
Following the resolution of the Supervisory Board dated 5 September 2014 concerning the approval of the exclusion of subscription right for new shares series H by existing shareholders, the Management Board has excluded existing shareholders from the right to subscribe for shares series H. Opinion of the Management Board justifying the exclusion of subscription rights is attached as Appendix 1 to this report
Legal basis: Art. 56 point 1.1 of the Act on Public Offering.
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Dorota Chrzanowska |