Current Report no. 19 (2020)
Conclusion of subscription agreements for the series O shares of Santander Bank Polska S.A.
The Series O Shares were offered through a private placement (non-public offering) within the meaning of Article 431 § 2(1) of the Act of 15 September 2000 - Commercial Companies Code ("Commercial Companies Code") to the participants in the 6th Incentive Programme specified in the Supervisory Board's Resolution (in accordance with AGM Resolution No. 44 of 17 May 2017 - see Current Report No. 12/2017, and AGM resolution No. 51 of 22 June 2020 - see Current Report No. 14/2020). The Series O Shares were issued as a result of the conclusion of share subscription agreements by 197 participants in the 6th Incentive Programme. The Series O Shares were issued under AGM Resolution no. 51 on increasing the Bank's share capital by means of an issue of series O ordinary bearer shares, depriving the existing shareholders of all their pre-emptive rights to series O shares, amending the Bank's Statutes, placing a request for admission and floating of series O shares on the regulated market of the Warsaw Stock Exchange and dematerialising series O shares, as well as granting authorisation for the Supervisory Board and the Management Board.
1) Subscription/ sales start and end dates
The conclusion of The Series O Shares subscription agreements with eligible participants of the 6th Incentive Programme lasted from 22 June 2020 to 3 August 2020.
2) Securities allotment date
Not applicable. The Series O Shares were issued in connection with the conclusion of subscription agreements for the Series O Shares. The conclusion of The Series O Shares subscription agreements with eligible participants of the 6th Incentive Programme lasted from 22 June 2020 to 3 August 2020.
3) Number of securities subscribed for or sold
The offering included 101,009 (one hundred and one thousand nine) Series O Shares.
4) The reduction rate of each tranche if at least in one tranche the number of allotted debt securities was lower than the number of securities subscribed for
Not applicable
5) The number of securities subscribed for as part of the subscription or sale
No subscriptions were made within the meaning of the Commercial Companies Code. As part of the offering 101,009 (one hundred and one thousand nine) Series O Shares were taken up under subscription agreements.
6) The number of securities allotted under the subscription or sale
Not applicable. As part of the offering 101,009 (one hundred and one thousand nine) Series O Shares were taken up under subscription agreements.
7) The price at which the securities were acquired (purchased)
The issue price of the Series O Shares is PLN 10 per share.
8) The number of people who subscribed for the securities covered by the subscription or sale in individual tranches
Not applicable. The offering was not divided into tranches. As part of the offering 101,009 (one hundred and one thousand nine) Series O Shares were taken up under subscription agreements.
9) The number of people who were alloted securities under the subscription or sale in individual tranches
As part of the offering, the Series O Shares were taken up by 197 participants of the 6th Incentive Programme.
10) Business names of the underwriters who took up the securities as part of the underwriting agreements, specifying the number of securities they acquired, together with the actual price of a security being the issue or sale price, net of the fee for acquiring the security unit under underwriting agreement, acquired by the underwriter
Not applicable. No underwriting obligation was attached to the Series O Shares.
11) The value of the offering or sale, understood as the product of the number of securities covered by the offering and the issue price or the selling price
The value of the offering of the Series O Shares was PLN 1,010,090 (one million ten thousand ninety PLN).
12)The total costs that have been included in the costs of the issue
As of the date of publication this report: PLN 18,056.10
Indication of the amounts according to the individual cost categories:
a) preparation and execution of the offering:
as of the date of this report: the cost of preparing the notarial deeds: PLN 12,844.10; tax on civil law transactions: PLN 5,215,
b) Remuneration paid to underwriters, separately for each
Not applicable.
c) Preparation of the prospectus, including consultancy costs
Not applicable. The Bank did not use any services of external advisor when preparing and conducting the issue of the Series O Shares,
d)Promotion of the offering
Not applicable - no promotion costs were incurred.
The above costs of the issue of the Series O Shares were taken to the Bank's profit and loss account.
13) The average cost of the offering was PLN 0.18 per share.
14) The method of paying up the subscribed for (purchased) securities
The Series O Shares were acquired in exchange for cash contributions.
Legal basis:
§16(1) of the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic financial information provided by issuers of securities and the rules of equal treatment of the information required by the laws of a non-member state.