RB 39/2018
Date: 2018-05-17
Subcject: Completion of private placement of the Company’s Series F ordinary bearer shares
Legal basis: Article 17, paragraph 1 of MAR - confidential information

Completion of private placement of the Company’s Series F ordinary bearer shares
Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.
With reference to current reports No. 15/2018 and No. 16/2018 of 22 March 2018, No. 22/2018 of 3 April 2018, No. 28/2018 of 20 April 2018, No. 31/2018 of 8 May 2018, No. 33/2018 of 10 May 2018, No. 34/2018 of 15 May 2018 and No. 36 of 16 May 2018, the Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”, the “Issuer”) hereby gives notice of the completion of the subscription for 184,000 (one hundred eighty-four thousand) Series F ordinary bearer shares of the Company with a nominal value of PLN 1.00 (one) per share (the ‟Series F Shares”).
The Series F Shares were offered as a private placement within the meaning of the Act of 15 September 2000 - the Commercial Companies Code (the “CCC”) within the framework of a public offering (the “Offering”). The issue of Series F Shares materialized in connection with the execution of subscription agreements concerning all the Series F Shares. The subscription for Series F Shares was conducted pursuant to the resolution of the Extraordinary General Meeting of the Company adopted on 20 April 2018 on the increase in the share capital of the Company by way of issuing ordinary bearer Series F Shares, on entirely depriving the existing shareholders of their pre-emptive subscription rights with respect to all Series F Shares, on amendments to the Articles of Association of the Company and the seeking of the admission and the introduction of Series F Shares and rights to Series F Shares to trading on a regulated market operated by the Warsaw Stock Exchange as well as the dematerialization of the Series F Shares and the rights to the Series F Shares.

1) Date of commencement and conclusion of subscription or sale:
The bookbuilding process was conducted from 8 to 10 May 2018, while the Series F Shares subscription agreements were signed by 15 May 2018.
2) The date of allocation of securities:
Not applicable. The issue of Series F Shares materialized in connection with the execution of subscription agreements concerning all the Series F Shares. The Series F Shares subscription agreements were signed by 15 May 2018.
3) The number of securities subscribed for or sold:
The subscription concerned 184,000 (one hundred eighty-four thousand) Series F Shares.
4) The ratio of reduction in individual tranches, if in at least one tranche the number of securities allocated was lower than the number of securities for which subscriptions were placed:
Not applicable.
5) The number of securities for which subscriptions were placed under the subscription or sale scheme:
No subscriptions were placed within the meaning of the CCC. Within the framework of the Offering 184,000 (one hundred eighty-four thousand) Series F Shares were subscribed under Series F Shares subscription agreements.
6) The number of securities that were allocated under the subscription or sale carried out:
Not applicable. Within the framework of the Offering 184,000 (one hundred eighty-four thousand]) Series F Shares were subscribed under Series F Shares subscription agreements.
7) The price at which the securities were acquired (purchased):
The Series F Shares were taken up at the issue price PLN 1,035 (one thousand thirty-five) per one Series F Share.
8) The number of persons who placed subscriptions for the securities subject to subscription or sale in individual tranches:
Not applicable. The Offering was not divided into tranches and no subscriptions were received for Series F Shares. Within the framework of the Offering, 184,000 (one hundred eighty-four thousand) Series F Shares were subscribed under Series F Shares subscription agreements.
9) The number of persons to whom securities were allocated within the framework of the subscription or sod in individual tranches:
Within the framework of the Offering, Series F Shares were subscribed by 81 (eighty-one) professional clients within the meaning of the Act of 29 July 2005 on trading in financial instruments.
10) The name (business name) of underwriters who acquired securities under underwriting agreements, specifying the number of securities acquired, along with the actual unit price of the securities, constituting the issue price or sale price, upon deducting the remuneration for the acquisition of one security, pursuant to the underwriting agreement, by the underwriter:
Not applicable. The issue of Series F Shares did not involve any underwriting liabilities.
11) The value of the subscription or sale performed, understood as the product of the number of the securities which the offer concerned and the issue or sale price:
The value of the Offering conducted was PLN 190,440,000.00 (one hundred ninety million four hundred forty thousand).
12) The aggregate amount of all costs counting towards the issue costs, with an indication of the amount of costs by each title, divided at least into the costs of: a) preparing and carrying out the offering, b) the underwriters’ fees, separately for each underwriter, c) the drafting of an issue prospectus, including the fees of professional advisers, d) the promotion of the offer.
According to the Company’s estimates as at the date of submitting this current report, the total costs incurred by the Company in connection with the Offering shall amount to approximately PLN 4,236,988.00 (four million two hundred thirty six thousand nine hundred eighty eight).
On account of the lack, as at the date of submitting this current report, of a final settlement of the costs of the Offering, the amount of these costs has been estimated and recognised as the issue costs according to the Company’s best knowledge. The Company shall prepare and make available to the public a current report on the final amount of issue costs, including the costs by type and the method of their settlement in the Company’s accounts and their presentation format in the Company’s financial statements, after receipt and acceptance of all invoices from the entities involved in the work on preparing and conducting the Offering.
13) The average cost of effecting the subscription or sale per one unit of the security which the subscription or sale concerns:
According to the Company’s estimates as at the date of submitting this current report, the total cost of effecting the subscription incurred by the Company, for one Series F Share, shall amount to approximately PLN 23.02 (twenty three and 02/100).
The Company shall prepare and make available to the public a current report on the cost of the subscription incurred by the Company as averaged for one Series F Share, after receipt and acceptance of all invoices from the entities involved in the work on preparing and conducting the Offering.
14) The manner of payment for the securities acquired (subscribed for):
The Series F Shares were subscribed for in exchange for cash contributions.
Disclaimer:
This current report was prepared in accordance with the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by the securities issuers and on equivalence of information disclosures required by law of non-EU member states.
This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the completion of the private placement of Series F ordinary bearer shares. This current report is by no means intended, whether directly or indirectly, to promote the subscription of the new shares and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the new shares. The Company has not published any materials aimed at promoting the new shares or their subscription or sale of the treasury shares of the Issuer.
This material is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This current report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof.  No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this current report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence.  Under no circumstances is this current report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made in accordance with applicable Canadian law and under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.
Legal basis: § 16 Section 1 of Regulation of the Minister of Finance of 29 March 2018 on the current and periodic reports disclosed by the securities issuers and on equivalence of information disclosures required by law of non-EU member states