Current reports - Synthos S.A.

Current reports

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Current report no. 12

24.03.2018

Resolution of the WSE S.A. Management Board in Warsaw concerning the exclusion from stock exchange trading on the WSE Main List of shares of Synthos S.A.

The Management Board of Synthos S.A. (hereinafter the "Issuer") notifies that it has been informed that the Management Board of the Warsaw Stock Exchange S.A. passed the Resolution No. 275/2018 of March 23, 2018 concerning.

In accordance with the aforementioned Resolution, in connection with the decision of the Polish Financial Supervision Authority on granting the Issuer the right to restore the shares of the Issuer in the form of a document - removal of the dematerialisation of shares (Current report No. 11/2018), the Management Board of the Warsaw Stock Exchange S.A. decided to exclude from stock exchange trading on April 3, 2018 all shares of the Issuer, i.e.:

a. 854,250,000 (eight hundred and fifty-four million, two hundred and fifty thousand) ordinary bearer shares (A series),

b. 469,000,000. (four hundred sixty nine million) ordinary bearer shares (B series)

registered by the National Depository for Securities S.A. under code "PLDWORY00019".

Legal basis: § 34 item 1 point 5 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state as equivalent

Current report no. 11

14.03.2018

Receiving information about the decision taken by the Polish Financial Supervision Authority to grant permission to restore the shares of the Company in the form of a document (removal of the dematerialization of shares)

Legal basis:

Art. 17 item 1 MAR – confidential information

Synthos S.A. Management Board ("Issuer") informs that on the basis of the announcement from of the 383 meeting of the Polish Financial Supervision Authority ("PFSA")  of March 13, 2018, published on the PFSA website on the same day, the Issuer has received information that on March 13, 2018 the PFSA decided on granting permission to restore the Issuer's shares in the form of a document (removal of dematerialization of shares). The PFSA determined the date of discontinuation of the Issuer's obligations under the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to the organized trading system and on public companies as at April 3, 2018.

Immediately after delivering the PFSA's decision, the Issuer intends to submit an application to the Warsaw Stock Exchange S.A. for the exclusion of the Issuer's shares from the stock exchange trading on the regulated market operated by the Warsaw Stock Exchange S.A. and an application to the National Depository for Securities S.A. for the termination of the Issuer's participation in the National Depository of Securities S.A. and withdrawal from the deposit all shares issued by the Issuer.

Current report no. 10

02.03.2018

Appointment of the Management Board Member

The Board of Synthos S.A. (the "Issuer"), pursuant to Article 5 section 1 point 22 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 (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments) announces that today, the Management Board of the Issuer was notified about the resolution adopted by the Supervisory Board on March 2, 2018, appointing Mr. Laurent Guillermin as Member of the Board of the Issuer with the effect from March 6, 2018.

Mr. Laurent Guillermin in 1991 graduated from Ecole Superieure de Commerce de Toulouse with a master's degree in finance and accounting. He started his professional career in 1991 with the position of Financial Controller at Merlin Gerin Vertesz in Budapest. From 1993, he worked in Paris as the Deputy Financial Director at Schneider Electric, and from 1997 he was Financial Director at Schneider Electric Polska in Warsaw, where he was, among others, responsible for implementing the SAP system and processes of merging and transforming companies. In 2002, he joined Elektrownia Rybnik S.A. as Financial Director. In 2008, he started working at EDF Polska S.A. as the Project Manager of the Shared Services Center Implementation for the EDF Polska Group. From 2010, he continued his career at EDF Polska S.A. as Business Transformation Officer responsible for the process of transforming the EDF Group in Poland. In years 2013 - 2017 he was the Chairman of the Supervisory Boards at PGE Paliwa sp. z o. o. and at Elektrociepłownia "Zielona Góra" S.A. From September 2013 to February 2018, he was a member of the Management Board of EDF Polska S.A. and PGE Energia Ciepła S.A., responsible for the finance, purchasing, IT and market risk management areas.

Mr. Laurent Guillermin does not conduct business competitive to Synthos S.A. He does not participate in any competitive partnership or civil partnership nor is he a member of governing bodies of any competitive company or a member of governing bodies of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: § 5 section 1 point 22 in connection with § 28 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 (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments).

Current report no. 9

02.03.2018

Member of the Board Resignation

The Board of Synthos S.A. (the "Issuer") informs that on March 02, 2018 the Issuer received a statement from Mr. Zbigniew Lange - Member of the Board of the Issuer, about his resignation from the position in the Board of the Issuer with the effect from March 05, 2018.

Mr Zbigniew Lange did not clarify reasons for his resignation.

Legal basis: § 5 section 1 point 21 in connection with § 27 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 (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments).

Current raport no. 8

13.02.2018

List of Shareholders holding at least 5% of votes at the EGM on February 06, 2018

The Management Board of Synthos S.A. (the „Issuer”), acting pursuant to Article 70 item 3) on public offering and conditions of introducing financial instruments for organized trade and public companies, announces to the public the List of Shareholders that held at least 5% of votes at the Extraordinary General Meeting of Synthos S.A. on  February 06, 2018, providing for the number of votes each Shareholder has got towards the stocks held and providing for their percentage share in the total number of votes at the said Meeting and in the total number of votes.

1.   FTF Galleon S.A., with its registered office in Warsaw – 1 179 609 103 of stocks and votes, with the share in the total number of votes at the EGM – 89,14%, the share in the total number of votes – 89,14%,

2.   FTF Columbus S.A. with its registered office in Warsaw – 143 640 897 of stocks and votes, with the share in the total number of votes at the EGM – 10,86%, the share in the total number of votes – 10,86%,

Shareholders attending the Extraordinary General  Meeting of Synthos S.A. on February 06, 2018 represented, in total,  1 323 250 000 shares, which corresponds to 100 % of the initial capital.

As at  February 06, 2018, the initial capital of Synthos S.A. amounted to PLN 39 697 500 and was divided into:

- 854 250 000 ordinary bearer stocks A, with the nominal value of PLN 0.03 each, with the numbers from A 000.000.001 to A 854.250.000.

- 469 000 000 ordinary bearer stocks B, with the nominal value of PLN 0.03 each, with the numbers from B 000.000.001 to B 469.000.000.

Number of shares of all issues is 1 323 250 000. All shares are ordinary bearer shares.

Current report no. 7

06.02.2018

Resolutions adopted by the Extraordinary General Shareholders' Meeting of Synthos S.A. on 6 February 2018

Legal base:  Art. 56 par. 1 item 2 of the Law on offering - current and periodical information   

The Management Board of Synthos S.A., hereinafter: Issuer, acting pursuant to § 38 (1) item (7) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities and conditions for the recognition as equivalent of the information required by the legal regulations of countries that are not Member States, announces to the public the content of resolutions adopted by the Ordinary General Shareholders' Meeting of Synthos S.A. on 6 February 2018; the content of adopted resolutions constitutes an annex to the report hereto. Moreover, the Issuer informs that during the Extraordinary General Shareholders' Meeting of Synthos S.A. no objections were made against the minutes.  

Current report no. 6

31.01.2018

Deadlines for the submission of periodical reports in 2018

Acting pursuant to § 38 (1) and (3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities as well as the conditions for the recognition as equivalent of the information required by legal regulations of countries that are not Member States ('Regulation'), the Management Board of Synthos S.A. ('Issuer') hereby informs about its intention to submit in 2018 consolidated quarterly reports containing abbreviated quarterly financial statements referred to in § 83 (1) of the said Regulation and about its intention to submit the consolidated semi-annual report for 1H 2018, containing abbreviated semi – annual financial statements, referred to in § 83 (3) of the Regulation.

Pursuant to § 103 (1) of the Regulation, the Issuer's Management Board announces the following deadlines for the publication of periodical reports in 2018:

1. An individual annual report and consolidated annual report for 2017 - 30 April 2018

2. A consolidated quarterly report for 1Q 2018 - 30 May 2018

3. A consolidated semi-annual report for 1H 2018 - 01 October 2018

4. A consolidated quarterly report for 3Q 2018 - 29 November 2018

The Management Board informs that pursuant to § 101 (2) of the Regulation, the Issuer will not publish a quarterly and consolidated quarterly report for 2Q 2018 and 4Q 2018.

Current report no. 5

19.01.2018

Notification on the change of previous share in the total number of votes held Synthos S.A.

Legal base:  Article 70 (1) of the Law on public offering - acquisition or disposal of a large block of shares

Synthos S.A. (the ‘Issuer’) informs that on 19 January 2018 it received from Mr Michal Sołowow a notification drawn up pursuant to 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 (Journal of Laws No. 185, item 1439, 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 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 compulsory buyout of the Company’s shares from the remaining shareholders of Synthos S.A., with its registered office in Oświęcim, 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., pursuant to Article 82(1) of the Law on offering, 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’), on 16 January 2018 (’Compulsory Buyout’), which is a subsidiary company controlled by Mr Michał Sołowow, on 19 January 2018 r. Mr Michał Sołowow acquired directly 80.717.790 (say: eighty million seven hundred and seventeen thousand seven hundred and ninety) Company's shares, corresponding to 80.717.790 (say: eighty million seven hundred and seventeen thousand seven hundred and ninety) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 6.10% 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 Compulsory Buyout, Mr Michał Sołowow acquired indirectly 100% of the overall number of votes in the Company.

Before the indirect acquisition of the Company’s shares as a result of the Compulsory Buyout, Mr Michał Sołowow held indirectly, through his subsidiaries, namely, FTF Galleon and FTF Columbus S.A., with the registered office in Warsaw, Aleja Jana Pawła II nr 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, 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, before the indirect acquisition of the Company’s shares as a result of the Compulsory Buyout, 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 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, Mr Michał Sołowow  holds indirectly, through his subsidiaries, namely, FTF Galleon and FTF Colubus, in total, 1 323 250 000 (say: one billion three hundred and twenty three million two hundred and fifty thousand) Company’s shares, corresponding to 1 323 250 000 _say: one billion three hundred and twenty three million two hundred and fifty thousand_ votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 100% 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 Compulsory Buyout, 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 1 179 609 103 (say: one billion one hundred and seventy nine million six hundred and nine thousand one hundred and three) Company’s shares, corresponding to 1 179 609 103 (say: one billion one hundred and seventy nine million six hundred and nine thousand one hundred and three) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 89.14% 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. 4

19.01.2018

Notification on the change of previous share in the total number of votes held Synthos S.A.

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 on 19 January 2018 it received from FTF Galleon S.A., with its registered office in Warsaw, a notification drawn up pursuant to Article 69 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 No. 185, item 1439, 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 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 compulsory buyout of the Company’s shares from the remaining shareholders of Synthos S.A., with its registered office in Oświęcim, 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’) annnounced pursuant to Article 82(1) of the Law on offering by FTF Galleon on 16 January 2018 (’Compulsory Buyout’), on 19 January 2018 FTF Galleon acquired directly 80 717 790 (say: eighty million seven hundred and seventeen thousand seven hundred and ninety) shares of the Company, entitling to 80 717 790 (say: eighty million seven hundred and seventeen thousand seven hundred and ninety) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 6.10% of all the Company’s shares and votes at the General Meeting. Taking into account the foregoing, as a result of the Compulsory Buyout, FTF Galleon acquired directly 89.14% in the total number of votes in the Company.

Before the direct acquisition of the Company’s shares following the Compulsory Buyout, FTF Galleon held 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, FTF Galleon holds directly 1 179 609 103 (say: one billion one hundred and seventy nine million six hundred and nine thousand one hundred and three) Company’s shares, corresponding to 1 179 609 103 (say: one billion one hundred and seventy nine million six hundred and nine thousand one hundred and three) votes at the General Meeting of the Company, constituting (rounded to one hundredth percent) 89.14% 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. 3

19.01.2018

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 19 January 2018, 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.

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