Current reports

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Current report no. 2

09.01.2018

Proposed amendment to the Articles of Association of Synthos S.A.

Legal Basis : Article 56 sec. 1 point 2 of the Act on Public Offering - current and periodic information.

Pursuant to the Paragraph 38 sec. 1 point 2 of the 19 February 2009 Regulation of the Minister of Finance Regarding Current and Periodic Information Published by Issuers of Securities and Conditions for Recognising as Equivalent Information Required by the Laws of a Non-Member State (consolidated text: Journal of Laws of 2014, item 133, as amended) the Board of Synthos S.A. (the "Issuer") based in Oświęcim reports that according to the proposed agenda of the Extraordinary General Meeting of Synthos S.A. convened for February 06, 2018, its subject will include an amendment of the Articles of Association of Synthos S.A.

In attachment to this report, the Issuer submits the current wording of the Articles of Association and the version of Company’s Articles of Association, which includes the text of proposed amendment.

Current report no. 1

09.01.2018

Notice of the Extraordinary General Meeting on February 06, 2018

Legal Basis : Article 56 sec. 1 point 2 of the Act on Public Offering - current and periodic information.

Pursuant to the Paragraph 38 sec. 1 point 1 and sec. 1 point 3 in connection with Paragraph 100 sec. 3 and sec. 5 of the 19 February 2009 Regulation of the Minister of Finance Regarding Current and Periodic Information Published by Issuers of Securities and Conditions for Recognising as Equivalent Information Required by the Laws of a Non-Member State (consolidated text: Journal of Laws of 2014, item 133, as amended) the Issuer hereby publishes the notice of the Board of Synthos S.A. convening the Extraordinary General Meeting of Synthos S.A. on February 06, 2018 and the legally required documents, attached to this report.
                                    

Current report no. 33

28.12.2017

Disposal of a large block of Synthos S.A. shares - Aviva OFE

Legal base: Article 70 (1) of the Law on public offering - acquisition or disposal of a large block of shares
  
Synthos S.A. _'Issuer'_ informs that it received from Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A., with its registered office in Warsaw, a notification drawn up pursuant to Article 69 (1) and (4) of the Law of 29 July 2005 on public offering and conditions of introducing financial instruments for organized trade, and public companies (Journal of Laws of 2013, item 1382, uniform text_ saying that:

"_…_ in connection with the reply to the call to subscribe for the sale of stocks of Synthos S.A. _hereinafter the ‘Company_ with its registered office in Oświęcimi _hereinafter the ‘Call’_ announced by FTF Galleon S.A. with its registered office in Warsaw on 26 October 2017 and a settlement made on 21 December 2017 of the transactions involving the disposal of the Company’s stocks, Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK _’Aviva OFE’_ decreased its share in an overall number of votes in the Company below 5%.
Before the reply referred to above was sent, as at 20 December 2017, Aviva OFE held 83 897 480 shares of the Company, constituting 6.34% of the Company's initial capital_ of issued shares_, corresponding to 83 897 480 votes at the General Meeting, which constituted 6.34% of an overall number of votes.
Following the settlement of the reply to the Call and the sale of all Company’s shares, as at 21 December 2017, Aviva OFE did not held any other shares in the Company, which would entitle Aviva OFE to vote at the General Meeting of the Company."  

 

Current report no. 32

22.12.2017

Receipt of the Shareholder’s request to call an Extraordinary Meeting of Shareholders of Synthos S.A.

Legal base: Article 17 (1) MAR - confidential information.

The Management Board of Synthos S.A. (hereinafter also referred to as the ‘Issuer’) informs that on 21 December 2017 it received from FTF Galleon S.A., with its registered office in Warsaw, operating pursuant to Article 400 § 1 of the Code of Commercial Companies (hereinafter also referred to as the ‘CCC’) and in connection with Article 91 (5) of the Law of 29 July 2005 on public offering and conditions of introducing financial instruments for organized trade, and public companies (uniform text: Journal of Laws of 2016, item 1639, as amended) and representing more than one twentieth of the Issuer’s initial capital, a request to call an Extraordinary Meeting of Shareholders of Synthos S.A.

The request stated that the purpose to call the Extraordinary Meeting of Shareholders is to consider and adopt resolutions in the following matters:

1) opening of the Meeting of Shareholders and appointing the Chairman;

2) ascertaining whether the Extraordinary Meeting of Shareholders has been correctly called and if it is capable of adopting resolutions;

3) approving the agenda;

4) adopting a resolution on restoring a documentary form (cancellation of dematerialisation) to the Issuer’s shares and withdrawing the Company's shares from trade (delisting) on a regulated market operated by the Warsaw Stock Exchange;    

5) adopting a resolution on amending the Issuer’s Articles of Association;

6) adopting a resolution on the costs of calling and holding the Extraordinary Meeting of Shareholders;

7) closing the Meeting.

The received request to call the Extraordinary Meeting of Shareholders, together with the accompanying draft resolutions, constitute attachments to this Report.

The Issuer intends to call the Extraordinary Meeting of Shareholders pursuant to the principles determined in CCC, which it will notify about in a separate current report.

Legal basis: Article 17 (1) of the Regulation of the European Parliament and the Council EU NO. 596/2014 of 16 April 2014 on market abuse (Regulation on market abuse) and repealing Directive 2003/6/EC of the European Parliament and the Council and the Directive of the Commission 2003/124/C, 2003/125/C and 2004/72/EC.

 

Current report no. 31

22.12.2017

Acquisition of a large block of Synthos S.A. shares

Synthos S.A. (the ‘Issuer’) informs that on 21 December 2017 it received from Mr Michal Sołowow a notification drawn up pursuant to Article 77(7), Article 69(a)(1)(3), in connection with Article 69(1)(1) and 69 (2) of the Law of 29 July 2005 on public offering and conditions of introducing financial instruments for organized trade, and public companies (uniform text: Journal of Laws of 2016, item 1639, hereinafter referred to as: ‘the Law on offering’):

‘Acting on the basis of the Power of Attorney granted by Mr Michał Sołowow, resident of Kielce, ul. Żeromskiego 1a/3, pursuant to Article 77 (7), Article 69(a)(1)(3), in connection with Article 69(1)(1) and 69(2) of the Law of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (Journal of Laws No. 185, item 1439) (‘the Law on offering’), we would like to notify that following the call to subscribe for the sale of shares of Synthos S.A., with its registered office in Oświęcimi, ul. Chemików 1, 32-600 Oświęcim, entered into the Register of Entrepreneurs of the National Court Register, kept by the District Court for Kraców – Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under KRS 0000038981, LEI Code: 259400WX4QZCOHJVWM18 (‘Company’), announced by FTF Galleon S.A., with its registered office in Warsaw, Aleja Jana Pawła II 22, 00-133 Warsaw, a company entered into the Register of Entrepreneurs kept by the District Court of the Capital City of 12th Commercial Division  of the National Court Register under KRS 0000440989 (‘FTF Galleon’), on 26 October 2017 and amended with the announcements of 13 November 2017 and 13 December 2017 (‘Call’), which is a subsidiary company controlled by Mr Michał Sołowow, on 21 December 2017 r. Mr Michał Sołowow acquired directly 415 973 201 (say: four hundred and fifteen million nine hundred and seventy three thousand two hundred and one) Company's shares,  corresponding to  415 973 201 (say: four hundred and fifteen million nine hundred and seventy three thousand two hundred and one) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 31.44% of all the Company’s shares and votes at the General Meeting of the Company. Taking into account the foregoing, as a result of the Call, Mr Michał Sołowow exceeded directly 90% of the overall number of votes in the Company.

Before the indirect acquisition of the Company’s shares as a result of the Call, Mr Michał Sołowow held directly, through his subsidiaries, namely, FTF Galleon and FTF Columbus S.A., with the registered office in Warsaw, Aleja Jana Pawła II 22, 00-133 Warsaw, a company entered into the Register of Entrepreneurs kept by the District Court for the Capital City of  Warsaw in Warsaw, 12th Commercial Division  of the National Court Register under KRS No. 0000441371 (‘FTF Columbus’), in total, 826 559 009 (say: eight hundred and twenty six million five hundred and fifty nine thousand and nine) Company’s shares, corresponding to 826 559 009 (say: eight hundred and twenty six million five hundred and fifty nine thousand and nine) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 62.46% of all the Company’s shares and votes at the General Meeting. The detailed holding of the Company’s shares through the companies controlled by Mr Michał Sołowow, before the indirect acquisition of the Company’s shares as a result of the Call, was as follows:

• FTF Columbus held 143 640 897 (say: one hundred and forty three million six hundred and forty thousand eight hundred and ninety seven) Company’s shares, corresponding to 143 640 897 (say: one hundred and forty three million six hundred and forty thousand eight hundred and ninety seven) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 10.86% of all the Company’s shares and votes at the General Meeting.

• FTF Galleon held 682 918 112 (say: six hundred and eighty two million nine hundred and eighteen thousand one hundred and twelve) Company’s shares, corresponding to 682 918 112 (say: six hundred and eighty two million nine hundred and eighteen thousand one hundred and twelve) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 51.61% of all the Company’s shares and votes at the General Meeting.

As at the date of this notification, Mr Michał Sołowow  holds directly, through his subsidiaries, namely, FTF Galleon and FTF Columbus, in total, 1 242 532 210 (say: one billion two hundred and forty two million five hundred and thirty two thousand two hundred and ten) Company’s shares, corresponding to 1 242 532 210 (say: one billion two hundred and forty two million five hundred and thirty two thousand two hundred and ten) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 93.90% of all the Company’s shares and votes at the General Meeting. The detailed holding of the Company’s shares through the companies controlled by Mr Michał Sołowow, after the indirect acquisition of the Company’s shares as a result of the Call, is as follows:

• FTF Columbus holds 143 640 897 (say: one hundred and forty three million six hundred and forty thousand eight hundred and ninety seven) Company’s shares, corresponding to 143 640 897 (say: one hundred and forty three million six hundred and forty thousand eight hundred and ninety seven) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 10.86% of all the Company’s shares and votes at the General Meeting.

• FTF Galleon holds 1 098 891 313 (say: one billion ninety eight million eight hundred and ninety one thousand three hundred and thirteen) Company’s shares, corresponding to 1 098 891 313 (say: one billion ninety eight million eight hundred and ninety one thousand three hundred and thirteen) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 83.04% of all the Company’s shares and votes at the General Meeting.

Neither Michał Sołowow nor its related parties concluded an agreement referred to in Article 87(1)(3)(c) of the Law on public offering, namely, the agreement the subject of which is a transfer of the right to vote in the Company.

Neither Mr Michał Sołowow nor his related parties have financial instruments referred to in Article 69(b) of the Law on public offering, which would irrevocably give right to or oblige to acquire shares corresponding to the right to vote, issued by the Company, or which refer to the Company’s shares, directly or indirectly, and have similar economic effects, regardless of the fact whether the said instruments are exercised through cash settlements, upon expiration of their maturity periods.’

 

Current report no. 30

22.12.2017

Acquisition of a large block of Synthos S.A. shares

Synthos S.A. (the ‘Issuer’) informs that on 21 December 2017 it received from FTF Galleon S.A., with its registered office in Warsaw, operating pursuant to Article 77 (7), Article 69(a)(1)(3), in connection with Article 69 (1)(1) and 69 (2) of the Law of 29 July 2005 on public offering and conditions of introducing financial instruments for organized trade, and public companies (uniform text: Journal of Laws of 2016, item 1639, hereinafter referred to as: ‘the Law on offering’):

‘Acting on the basis of the Power of Attorney granted by FTF Galleon S.A., with its registered office in Warsaw, Aleja Jana Pawła II 22, 00-133 Warsaw, a company entered into the Register of Entrepreneurs kept by the District Court of the Capital City of  Warsaw in Warsaw, 12th Commercial Division  of the National Court Register under KRS 0000440989 (‘FTF Galleon’), pursuant to Article 77 (7), Article 69(1)(1) and 69(2) of the Law of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (Journal of Laws No. 185, item 1439) (‘the Law on offering’), we would like to notify that following the call to subscribe for the sale of shares of Synthos S.A., with its registered office in Oświęcimi, ul. Chemików 1, 32-600 Oświęcim, entered into the Register of Entrepreneurs of the National Court Register, kept by the District Court for Kraców – Śródmieście in Kraków, 12th Comemrcial Division of the National Court Register, under KRS 0000038981, LEI Code: 259400WX4QZCOHJVWM18 (‘Company’), announced by FTF Galleon on 26 October 2017 and amended with the announcements of 13 November 2017 and 13 December 2017 (‘Call’), on 21 December 2017 r. FTF Galleon acquired directly 415 973 201 (say: four hundred and fifteen million nine hundred and seventy three thousand two hundred and one) Company's shares,  corresponding to  415 973 201 (say: four hundred and fifteen million nine hundred and seventy three thousand two hundred and one) votes, constituting (rounded to one hundredth percent) 31.44% of all the Company’s shares and votes at the General Meeting. Taking into account the foregoing, as a result of the Call, FTF Galleon exceeded directly 75% of the overall number of votes in the Company.

Before direct acquisition of the Company’s shares as a result of the Call, FTF Galleon hold directly 682 918 112 (say: six hundred and eighty two million nine hundred and eighteen thousand one hundred and twelve) Company’s shares, corresponding to 682 918 112 (say: six hundred and eighty two million nine hundred and eighteen thousand one hundred and twelve) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 51.61% of all the Company’s shares and votes at the General Meeting.

As at the date of this Notification, FTF Galleon holds directly 1 098 891 313 (say: one billion ninety eight million eight hundred and ninety one thousand three hundred and thirteen) Company’s shares, corresponding to 1 098 891 313 (say: one billion ninety eight million eight hundred and ninety one thousand three hundred and thirteen) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 83.04% of all the Company’s shares and votes at the General Meeting.

As at the date of this Notification, the dominant entity towards FTF Galleon is Mr Michał Sołowow, who holds 3 772 648 359 (say: three billion seven hundred and seventy two million six hundred and forty eight thousand three hundred and fifty nine) shares in FTF Galleon, corresponding to 3 772 648 359 (say: three billion seven hundred and seventy two million six hundred and forty eight thousand three hundred and fifty nine) votes at the General Meeting of FTF Galleon, constituting (rounded to one hundredth percent) 87.24% of all the shares and votes at the General Meeting of FTF Galleon.

Neither TF Galleon nor its related parties concluded an agreement referred to in Article 87(1)(3)(c) of the Law on public offering, i.e. the agreement the subject of which is a transfer of the right to vote in the Company.

Neither FTF Galleon nor its related parties have financial instruments referred to in Article 69b of the Law on public offering, which would irrevocably give right to or oblige to acquire shares corresponding to the right to vote, already issued by the Company, or which refer to the Company’s shares, directly or indirectly, and have similar economic effects, regardless of the fact whether the said instruments are exercised through cash settlements, upon expiration of their maturity periods.’

 

Current report no. 29

22.12.2017

Notification on transactions with the use of Synthos S.A. shares

Legal base: Article 19 (3) MAR - information on transactions performed by persons holding managerial positions.

The Management Board of Synthos S.A. ('Issuer'), informs that on 21 December 2017, the Issuer  received from FTF Galleon S.A., with its registered office in Warsaw, which is a person closely related to persons holding managerial position at the Issuer, namely, Mr Jarosław Grodzki (Chairman of the Issuer’s Supervisory Board and President of FTF Galleon S.A.) and Mr Robert Oskard (Vice-Chairman of the Issuer’s Supervisory Board and Vice-President of FTF Galleon S.A.), the notification referred to in Article 19(1) of MAR Regulation, on the acquisition of the Issuer’s shares by FTF Galleon S.A., with its registered office in Warsaw.

The Issuer encloses the content of the notification.

Current report no. 28

15.11.2017

Position of the Management Board on the Offer

Legal base: Article 17 (1) MAR - confidential information.

The Management Board of Synthos S.A. (‘Company’) informs that on 15.11.2017 its Management Board adopted a position on the offer to subscribe for the sale of shares (hereinafter referred to as the ‘Offer’) announced by FTF Galleon S.A., with its registered office in Warsaw (hereinafter referred to as: ‘Invitor’) on 26 October 2017.

Position of the Management Board on the Offer (’Position’), with an opinion of Rothschild Polska Sp. z o.o., with its registered office in Warsaw (hereinafter: Rothschild), on the level of price suggested in the Offer (Opinion), constitute an annex to the announcement hereto. The Management Board decided to annnounce its Position and Opinion, taking into consideration the fact that they may be useful for the shareholders.

Legal base: Article 17 (1) MAR [Regulation of the European Parliament and the EU Council No. 596/2014 of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and the EU Council and Directive of the EU Council 2003/124/EC, 2003/125/EC and 2004/72/EC _Official Journal of the European Union of 12 June 2014, No. L 173/1)].

Current report no. 27

15.11.2017

Information on the results of asset impairment tests

The Management Board of Synthos S.A. (The ’Company’) informs that in accordance with previous announcements, provided in the form of Report No. 26/2017 of 09.11.2017, it conducted asset impairment tests in the scope of the SSBR (Solution Styrene-Butadiene Rubber) production system.

On the basis of a review covering the operation and expected perspectives for the production and sale of SSBR and LiBR rubbers with the use of the system operating in Oświęcim in 3Q2015, the Management Board of the Company estimates that it cannot guarantee, in the nearest future, the level of using the production capabilities assumed in the investment process and in the first years of its operation. The process of reaching the full production capability is extended because of market competition, poor demand on Far East markets and the time required to get customers’ acceptance. At the same time, the margins diverge from the level enabling to achieve the assumed return on investments.

 

During the period since the beginning of the project onwards, the demand for and prices of standard SSBR products dropped considerably. The Company has been performing implementing works on new assortments, and the currently developed products are undergoing the testing and attestation procedures at leading tyre manufacturers. In connection with the missing validations of tested products, the Management Board cannot guarantee that the pace of implementing works will make it possible to increase production capabilities in a short-term perspective.

 

It must be emphasised that full implementation of new solutions would require additional amount of time and potentially considerable outlays for fixed assets.

Consequently, the premises were identified to conduct asset impairment tests on 30 September 2017.

 

In order to conduct the said tests, the recoverable value was determined basing on the analysis of discounted cash flows generated by the assets to manufacture solvent-based rubbers in Oświęcim, pursuant to IAS 36 – Asset impairment.

 

At the stage of assumptions to conduct the asset impairment test, pursuant to IAS 36 – Asset impairment, the legitimacy and actual possibility to assess the fair value and functional value of the individual assets were considered. Evaluation of the fair value, decreased by the costs of sale proves impossible, since there are no bases to reliably estimate the price at which the sale transaction of the analysed assets should be performed. As a result, it was assumed that the best equivalent of the recoverable value of analysed assets shall be their functional value, pursuant to IAS 36.20.

 

The pricing model was prepared on the basis of a medium-term analysis covering the period from 2017- 2027, providing for a residual value. The forecast cash flows were discounted to their current value, with the use of the discount rate of 8.5%, providing for tax consequences, reflecting current market estimations of the time value of money and risk typical for the analysed cash flows-generating centre. 

 

The effect of a write-off, net of any tax effects, on the net result presented in the Statement of Comprehensive Income included in the individual and consolidated Financial Statements for 3Q2017 amounts to PLN 119 mln.

 

Legal base: Article 17 (1) MAR [Regulation of the European Parliament and the EU Council No. 596/2014 of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and the EU Council and Directive of the EU Council 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1)].

Current report no. 26

09.11.2017

Information on the occurrence of premises for carrying out tests on impairment of assets

Legal basis: Art. 1 MAR - confidential information.


Board of Synthos S.A. informs that as a result of the review of the economic effects of the investment in the SSBR rubber plant, launched in the third quarter of 2015 in Oświęcim, the risk of impairment of assets created as a result of this investment should be indicated.

The Company has undertaken actions aimed at identifying potential impairment and will report on the results of these actions by 15 November 2017 (i.e. until the publication of the interim report for the third quarter of 2017).

Legal basis: Art. 17 MAR of the European Parliament and of the Council No. 596/2014 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 Directive 2003/124/EC , 2003/125/EC and 2004/72/EC

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