Current Report 11/2019

12/06/2019 • 17:19

Subject:

Implementation of the R22 share buyback and determination of the unit purchase price and maximum number of shares to be acquired

Content:

The Management Board of R22 spółka akcyjna (the “Issuer”, the “Company”) hereby announces that, in performance of Resolution No. 5 of the Extraordinary General Meeting of R22 spółka akcyjna dated 12 June 2019 on granting consent by the General Meeting of R22 to the acquisition by subsidiary H88 S.A. of R22 own shares and determining the rules for the acquisition of own shares (the “R22 EGM Resolution”), the Annual General Meeting of H88 S.A. today adopted a Resolution on the buyback of R22 shares and the creation of reserve capital for the acquisition of R22 shares (the “H88 AGM Resolution”).


As a result of the adoption of the H88 AGM Resolution on terms consistent with the R22 EGM Resolution, the condition necessary to commence the buyback of the Company’s own shares by H88 S.A. (“H88”) was fulfilled. Pursuant to the H88 AGM Resolution, reserve capital in the amount of PLN 2.115.161,83 (in words: two million one hundred fifteen thousand one hundred sixty-one and 83/100 zlotys) was created to finance the buyback of the Company’s own shares.

At the same time, today the Management Board of H88 adopted a resolution determining the purchase price and the maximum number of the Issuer’s shares to be acquired (the “H88 Management Board Resolution”). Under the Company’s share buyback programme conducted by way of a public invitation addressed to all of the Company’s shareholders to submit offers to sell, it was determined that:

a) the maximum number of the Issuer’s shares to be acquired is 80.000 (in words: eighty thousand);

b) the purchase price per Company share is PLN 25 (in words: twenty-five zlotys), while the aggregate purchase price of all Company shares, assuming subscriptions for the maximum number of shares, is PLN 2.000.000,00 (in words: two million zlotys).

As the effectiveness of the H88 Management Board Resolution was conditional upon obtaining the consent of the H88 Supervisory Board to the buyback of the Issuer’s shares on the terms specified in that resolution, the Management Board of H88 obtained such consent today.

The Issuer and H88 are proceeding with actions aimed at the announcement by H88 of an invitation to submit offers to sell the Company’s shares (the “Invitation”), containing the detailed terms and conditions of the Issuer’s share buyback. Upon completion of those actions, the Issuer will promptly publish the full text of the Invitation.