Download CR 37/2014 Title: Capital Increase and Private Offering of Shares to

CR 37/2014
Title: Capital Increase and Private Offering of Shares to Institutional Investors.
The Management Board of Integer.pl SA with its registered office in Cracow ("Issuer") informs that on
14 April 2014 the Issuer's Management Board adopted Resolution No. 1 on the increase of the
Company's share capital through the issue of series L shares while excluding subscription rights of the
existing shareholders in whole and on the amendment of the Company's Articles of Association.
In its Resolution No. 1 dated 14 April 2014 the Management Board, acting under §8b of the
Company’s Articles of Association resolved to increase the share capital by not lower than 100 PLN
and not higher than 888,862 PLN through the issue of not fewer than 100 and not more than 888,862
series L ordinary bearer shares with the nominal value of PLN 1 each („New Issue Shares”), which
shall be fully paid for with a financial contribution prior to the registration of the share capital
increase by the competent registry court. The issue price of series L shares will be determined by the
Company’s Management Board at a later date and the issue price of series L shares so determined
shall be approved by the Company’s Supervisory Board. The Management Board also resolved that
series L shares shall be offered in a private subscription directed at A&R Investments Limited, a
company controlled by Rafal Brzoska – President of the Management Board, whereas the
subscription agreement for series L shares, shall be concluded by the Issuer not later than 30 June
2014. Furthermore in its Resolution No. 1, the Management Board resolved to excluding subscription
rights to series L shares in whole. Issue of series L shares is carried out by the Issuer’s Management
Board in connection with the share capital increase within the limits of the authorized capital.
New Issue Shares are pari pasu with existing, currently listed shares and it is expected that New Issue
Shares to be dematerialized and allowed to public trading on a regulated market organized by the
the Warsaw Stock Exchange.
The Company intends to use the proceeds of the Private Offering of the New Issue Shares to finance
the expansion of its subsidiary easyPack Sp. z o.o. and to continue its strategy based on intensive
development of the Automated Parcel Machines network in Poland and abroad.
In order to optimize the structure of the Private Offering and facilitate its conduct, simultaneously
with the Issue of New Issue Shares, A&R, which as of the date hereof holds approximately 33.5% of
the issued share capital of the Company will sell in the way of an accelerated bookbuilding part of its
existing stake in the Company („Shares sold”) by way of a Private Offering, conducted inter alia in
Poland, to less than 150 eligible institutional investors („Private Offering”).
Proceeds received by A&R from the sale of Shares Sold shall be allocated to take Series L shares,
which will be offered to A&R by the Issuer. The price for Shares Sold shall be specified in the bookbuilding process. The Management Board of the Issuer shall determine the issue price for New Issue
Shares as equal to the price of Shares Sold by A&R. The above structure will allow for allocating to
investors within the Private Offering existing shares listed on the regulated market operated by the
Warsaw Stock Exchange. At the same time, the proceeds from sale of Shares Sold within the Private
Offering will be provided to the Issuer as a consequence of payment for subscription for New Issue
Shares by A&R.
In connection with the Private Offering on April 14, 2014, the Company and A&R entered with WOOD
& Co. Financial Services a.s. S.A. Polish branch („WOOD”), who will act as a Sole Global Coordinator
and Sole Bookrunner into agreement providing for WOOD to offer and place shares (“Placement
agreement”). According to the Placement agreement WOOD agreed to mediate in the conduct of the
Private Offering by the Company and A&R. The Placement agreement contains standard conditions
precedent and terminating contained in such agreements concluded in transactions similar to the
Private Offering, including the conditions associated with the occurrence of certain events known as
force majeure, the occurrence of a significant negative change in the Company and in the capital
markets and the economy, the conditions related to the accuracy, completeness and reliability of
statements and assurances given by the Company, A&R, L.S.S. in the Placement agreement.
In the Placement agreement the Company, A&R and L.S.S. have made specific lock-up commitments
to WOOD, in force for a period of six months after the date when subscription agreements pertaining
to Series L Shares are executed.
This announcement was prepared according to article 56.1 of the Polish Act on Public Offering,
Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public
Companies dated July 29th 2005, as amended. It character is of purely informative nature and it shall
not constitute or form any part of any offer or invitation to directly or indirectly subscribe for,
underwrite or otherwise acquire, securities of Integer.pl S.A., seated in Krakow, or any solicitation of
any offer to purchase or subscribe for these securities
In particular, this document is not intended for distribution, whether directly or indirectly, from or to
the United States of America and other jurisdiction where such distribution, publication or use is
prohibited by the law. Securities issued by the Company have not been and will not be registered
under the U.S. Securities Act of 1993, and may be offered or sold in the United States of America
solely under an exemption or as part of transactions which are not covered by registration
requirements under the U.S. Securities Act and relevant state laws.
Legal Grounds: Art. 56 section 1 point 1 of the Act on Public Offering