RB: 24/2025
Date: 14 April 2025
Commencement of the private placement of series H ordinary bearer shares of the Company and conclusion of the placement agreement
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.
With reference to the current report No. 22/2025 of 8 April 2025 the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Issuer” or the “Company”) announces that on 14 April 2025 the Company, Jefferies GmbH (“Jefferies”), Santander Bank Polska S.A. – Santander Biuro Maklerskie and Banco Santander, S.A. (jointly “Santander”) and Wood & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce (“Wood”, and together with Jefferies and Santander –the “Joint Global Coordinators”) entered into a conditional share placement agreement (the “Placement Agreement”) and that the process of book-building commenced for a private placement of no more than 280,000 series H ordinary bearer shares (the “Series H Shares”) to be issued by the Company (the “Offering”).
The Offering is conducted on the terms set out in Resolution No. 4/08.04.2025 of Extraordinary General Meeting of the Company of 8 April 2025 (the “Issue Resolution”) and the Management Board Resolution of 14 April 2025 on the (i) determination of the method for setting the issue price of series H shares, (ii) determination of the terms and conditions for the offering, conducting book-building process, subscription and acquisition of series H shares, (iii) approval of template of subscription agreement for series H shares (subscription agreement for series H shares) and (iv) giving consent for Benefit Systems S.A. to conclude a placement agreement for the purpose of offering and subscriptions of series H shares (the “Management Board Resolution”).
According to the Placement Agreement and the Issue Resolution, conducting the Offering and admission and introduction of the Series H Shares and, subject to the satisfaction of the regulatory requirements for such admission and introduction are met, all rights to Series H Shares („Rights to Shares”) to trading on the regulated market operated by the Warsaw Stock Exchange (the “WSE”), do not require the Company to prepare or publish the prospectus or other information or offering document, within the meaning of the applicable laws.
The book-building process for the Series H Shares will commence immediately after the publication of this current report and will be carried out under the accelerated book-building procedure, as described below.
The Series H Shares may only be offered and sold (i) outside the territory of the United States of America in offshore transactions, as defined in and pursuant to the provisions of Regulation S under the U.S. Securities Act of 1933, as amended (“US Securities Act”); (ii) to qualified institutional buyers (QIBs) in the United States under Rule 144A of the US Securities Act; or (iii) under another exemption from the mandatory registration, or in transactions that are not subject to such registration. The investors who will be offered to subscribe for the Series H Shares will be selected based on the outcome of the book-building process for the Series H Shares.
The Offering will be exempt from the obligation to publish a prospectus within the meaning 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”) or any other information or offering document and will be addressed solely to investors, who have been invited by the investment firm conducting the book-building process to participate in the Offering and who meet the following criteria: (i) are qualified investors within the meaning of Article 1 (4)(a) of the Prospectus Regulation; or/and (ii) subscribe for securities with an aggregate value of at least EUR 100,000 per investor, as referred to in Article 1(4)(d) of the Prospectus Regulation, including investors who:
(a)    were shareholders of the Company holding, as at the end of 23 March 2025, i.e. at the end of the record date of the Extraordinary General Meeting with an agenda including the adoption of the Issue Resolution (the “Priority Day”), shares in the Company carrying at least 0.5% of the total number of votes in the Company; and
(b)    will confirm the fact that they hold shares in the Company in the number specified in item (a) above as at the end of the Priority Day during the book-building process, by (a) being included in the list of persons eligible to participate in the Extraordinary General Meeting with an agenda including the adoption of the Issue Resolution, prepared by the entity operating the securities depository referred to in Article 4063 (4) of the Polish Act of 15 September 2000 - Commercial Companies Code (the “CCC”) (“List of Eligible Persons”) or (b) submitting a certificate or certificates confirming their ownership of the shares in the Company and their number, issued by the investment company maintaining the securities account of the relevant party or any other document constituting, in the opinion of the relevant investment company conducting the book-building process, sufficient evidence of the investor’s shareholding as at the end of the Priority Day; whereby the shareholding is determined individually for each shareholder, and for shareholders that are investment funds and pension funds, it may be determined collectively for all funds managed by the same investment fund company or pension company (“Eligible Investors”).
The investors to whom the offers will be made to subscribe for the Series H Shares in a private placement within the meaning of Article 431 § 2(1) of the CCC, will be selected based on the outcome of the book-building process. The invited investors participating in the book-building process will submit their declarations of interest to the Joint Global Coordinators. The declarations of interest will specify, in particular, the proposed number of the Series H Shares that the investor is willing to subscribe for at a specified issue price level of the Series H Shares. In order to participate in the book-building process, each investor should conclude (if not already a party to such an agreement) an appropriate agreement for acceptance and transmission of orders with the Joint Global Coordinator with which the investor intends to file its declaration of interest.
The Eligible Investors, who participated in the book-building process will enjoy priority right to subscribe for the Series H Shares on the terms set out in the Issue Resolution (the “Priority Right”). According to the Issue Resolution, upon satisfying the requirements stipulated therein, the Eligible Investors will have the Priority Right to subscribe for the Series H Shares in accordance with the allocation principles described below.
In order to exercise the Priority Right to subscribe for the Series H Shares on the terms set out in the Issue Resolution, the Eligible Investors who were not included in the List of Eligible Persons, should submit by no later than the end of the book-building process, the completion of which is expected to be on 15 April 2025 at: 5:00 p.m. Polish time, a certificate or certificates confirming their holding of the Company's shares as at the close of business on the Priority Day, issued by the investment company maintaining the Eligible Investor's securities account. Such information should specify at least the shareholder’s details and the number of Company shares held by that shareholder at the close of business on Priority Day. The information should be sent to the Joint Global Coordinator which the Eligible Investors investor intends to use as an intermediary in the book-building process for the Series H Shares. An Eligible Investor who is included in the List of Eligible Persons referred to above should report this fact to the relevant Joint Global Coordinator through whom the Eligible Investor intends to participate in the process of book-building for the Series H Shares.
Pursuant to the Management Board Resolution, the selection of investors, to whom offers to acquire Series H Shares will be made, will take into account the results of the book-building process for the Series H Shares, which will be carried out in particular taking into account the principles described below:
Eligible Investors who have participated in the book-building process for the Series H Shares are entitled to the Priority Right, whereby the Series H Shares will be pre-allocated as part of the book-building process according to the following rules:
(1)    firstly, the Eligible Investors will be pre-allocated the Series H Shares to which they are entitled under the Priority Right, provided that if the number of Series H Shares so determined is not a whole integer, it will be rounded down to the nearest integer; and
(2)    secondly, i.e. after the pre-allocation pursuant to (1) above, the Management Board may, at its discretion in consultation with the Joint Global Coordinators, pre-allocate such Series H Shares to investors who are eligible to participate in the Offering on the terms and conditions set out in the Management Board Resolution.
The subscription rules adopted in the Management Board Resolution referred to above are attached to this report.
Upon completion of the book-building process for the Series H Shares, the Company, in agreement with the Joint Global Coordinators, will determine: (i) the issue price of the Series H Shares and (ii) the total number of Series H Shares to be offered to investors, Additionally, the Company upon consultation with the Joint Global Coordinators will determine the list of investors to whom offers to subscribe Series H Shares will be made, indicating in particular the number of the Series H Shares to be offered by the Company (initial allocation list). The Company will disclose to the public, in the form of a current report, information on the issue price and final number of Series H Shares that will be the subject of subscription offers made by the Company to the investors.
Immediately after the information referred to above has been disclosed, the Company will commence the conclusion of agreements to subscribe for the Series H Shares (subscription agreements for the Series H Shares) with the investors indicated in the initial allocation list and investors will be required to pay the issue price for the Series H Shares they subscribe for.
It is anticipated that the subscription agreements for the Series H Shares will be executed by the investors by 23 April 2025 (with detailed information concerning the conclusion of Series H Shares subscription agreements to be included in the invitation to conclude such agreement), and the cash payments for the Series H Shares will be made within the time limits specified in the subscription agreements for the Series H Shares.
Pursuant to the Placement Agreement, the Joint Global Coordinators agreed to provide services to the Company for the purpose of the placement of the Series H Shares on the terms set out in that agreement, and in particular to use their reasonable efforts to procure potential investors. The Placement Agreement does not constitute an obligation on the part of the Joint Global Coordinators to subscribe for, purchase, pay for, underwrite or sell any financial instruments (including the Series H Shares) and does not guarantee the admission and/or introduction of the financial instruments to the organized system of trading, the conduct of the Offering or placement or any part of any other financial instruments of the Company. The Placement Agreement contains standard conditions precedent to the Joint Global Coordinators’ undertakings encountered in such agreements entered into in connection with transactions similar to the Offering, including conditions related to force majeure and the occurrence of a material adverse change in the Company’s situation, as well as defining the conditions for its termination that are typical for this kind of agreements. Pursuant to the Placement Agreement, any of the Joint Global Coordinators may terminate the agreement in the events specified therein and specifically in a situation where any of the representations and warranties of the Company made in the Placement Agreement appear to be inconsistent with the factual or legal status, or if there is a significant change in the situation on the financial markets that adversely affects the possibility of conducting the Offering. The Placement Agreement also contains representations and warranties concerning the Issuer, its group and their operations, within the standard scope of such representations and warranties made by the issuers of securities in such agreements related to transactions similar to the Offering. The Placement Agreement is governed by the laws of England and subject to the jurisdiction of the English courts. On the terms defined in the Placement Agreement, the Joint Global Coordinators and other persons named in the Placement Agreement will be indemnified and held harmless against certain claims, liabilities or costs that might be sought from or raised against the Joint Global Coordinators or other designated persons in connection with the Placement Agreement and/or the Offering (indemnity clause).
Subject to the customary exemptions, the Issuer has agreed not to, inter alia, issue, sell, offer any securities of the Issuer and/or purchase the Issuer’s own shares for a period of 180 days following the date of the execution of the pricing supplement to the Placement Agreement by the Joint Global Coordinators and the Company.
IMPORTANT NOTICES
This current report was prepared in accordance with Article 17(1) of the Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”).
This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the terms of offering for its shares. This current report is by no means intended, whether directly or indirectly, to promote the offering, subscription or purchase of the shares of the Company referred to in this current report (the “Offer Shares”) and does not represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the Offer Shares or their subscription, purchase or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the Offer Shares. The Company has not published and has no intention of publishing any materials aimed at promoting the Offer Shares or their subscription or purchase after the date of this current report.
This current report and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This current report is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This current report has not been approved by any supervising authority or stock exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offer Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Offer Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, or the Republic of South Africa.
All offers of the Offer Shares will be made pursuant to exemptions under the Prospectus Regulation (EU) 2017/1129, as amended from time to time (including any relevant implementing measure in any member state, the “Prospectus Regulation”), from the requirement to produce a prospectus. This current report is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.
No prospectus will be made available in connection with the matters contained in this current report and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This current report and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation (“Qualified Investors”)); or (b) in the United Kingdom, only at investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; or (c) are qualified institutional buyers in the United States as defined in Rule 144A under the U.S. Securities Act (all such persons together being referred to as “Relevant Persons”). This current report and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this current report and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”) in relation to the Offering. This current report does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 of the Commonwealth of Australia (“Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the Offer Shares may only be made to persons who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Offer Shares without disclosure to investors under Chapter 6D of the Corporations Act (“Exempt Investors”).
The Offer Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the Offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Offer Shares must observe such Australian on-sale restrictions.
This current report contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this current report is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
This current report and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this current report and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. This current report has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Global Coordinators of the offering of the Offer Shares (the “Joint Global Coordinators”), or by any of their or their respective affiliates or agents as to or in relation to, the accuracy or completeness of this current report or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
None of the Joint Global Coordinators will be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the offering and/or subscription of the Offer Shares and/or any other matter referred to in this current report. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Global Coordinators by the applicable regulatory regime, none of the Joint Global Coordinators nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this current report or for any other statement made or purported to be made by or on behalf of the Joint Global Coordinators or any of their respective affiliates in connection with the Company, the Offer Shares or their offering and/or subscription. The Joint Global Coordinators and each of their respective affiliates accordingly disclaim and shall not bear all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this current report and no representation or warranty, express or implied, is made by the Joint Global Coordinators or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this current report. The Joint Global Coordinators may participate in the Offering on commercial terms, each time in accordance with applicable laws and regulations, in particular the MAR.
The distribution of this current report and/or the offering and/or subscription of the Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Global Coordinators or any of their respective affiliates that would, or which is intended to, permit an offering of the Offer Shares in any jurisdiction or result in the possession or distribution of this current report or any other offering or publicity material relating to the Offer Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this current report should seek appropriate advice before taking any such action. Persons into whose possession this current report comes are required by the Company and the Joint Global Coordinators to inform themselves about, and to observe, such restrictions.
This current report contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the Company’s management board’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company’s control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this current report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this current report. No statement in this current repot is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
This current report does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares. Any investment decision to subscribe for or acquire the Offer Shares in the offering, subscription and/or sale of such shares must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Global Coordinators.
The information in this current report may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction.
This current report does not constitute a recommendation concerning any investor’s option with respect to the offering and/or subscription of the Offer Shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.