26 январь 2024
Sofia, Bulgaria 26 January 2024 - According to the requirements of Art. 89t of the LPOS, "Sopharma" AD (SFA: Bulgarian Stock Exchange, SPH: Warsaw Stock Exchange) notifies all interested parties that the Company (on the basis of Art. 89t of the Law on the Public Offering of Securities, in connection with the decision of the General Meeting of Warrant Holders (GMWH) dated 26.01.2024 and decision of the Board of Directors of "SOPHARMA" AD dated 26.01.2024 and on the basis of Art. 195 and 196 of the Commercial Law (CL), Art. 113, para. 2, it. 2 of the LPOS and Art. 25 of the Company's Articles of Association) has launched a capital increase procedure by issuing up to 7 133 264 ordinary registered, dematerialized, freely transferable shares, provided that the shares from the increase are subscribed by the holders of warrants from issue ISIN BG9200001212, in accordance with the terms and conditions described in the Prospectus for the public offering of warrants, confirmed with Decision of the Financial Supervision Commission No. 804-E/04.11.2021.
The capital of "SOPHARMA" AD will be increase on the basis of Art. 195 of the Commercial Code by exercising the rights of the holders of warrants with ISIN BG9200001212, by subscribing shares from a future capital increase of up to 7 133 264 ordinary, registered, dematerialized shares, with one voting right, with a nominal value of BGN 1 each and an issue value of BGN 4.13 per share, provided that the shares from the increase are subscribed only by the warrant holders. The capital increase will be carried out by exercising up to 7 133 264 dematerialized, freely transferable unexercised warrants from an issue with ISIN BG9200001212, upon explicit intent to exercise by the warrant holders.
The Board of Directors of "SOPHARMA" AD has designated "SOFIA INTERNATIONAL SECURITIES" AD, EIK: 121727057, with registered office and management address: Sofia, Sredets district, 140 Georgi S. Rakovski Str., 4th floor, for an investment intermediary to service the capital increase of "SOPHARMA" AD and the subscription of shares that will be issued by the Company against the exercise of the issue of warrants with ISIN BG9200001212.
Procedure, term and conditions for exercising the warrants and registering the shares:
Only warrant holders have the right to subscribe for shares from the upcoming increase in the Company's capital.
The decision of the Board of Directors does not create an obligation for warrant holders to subscribe for shares against the warrants they hold , but gives them the opportunity to exercise this right. Holders of warrants who have not exercised their right to subscribe shares from the capital increase, based on the decision of the Board of Directors, may do so until the maturity of the issue under the relevant conditions and order. Upon maturity of the issue, unexercised rights under the warrants are terminated.
The right to participate in the increase of the capital of "SOPHARMA" AD, by exercising the rights under the warrants have those who have acquired warrants no later than 5 working days after the later date between the date of publication of this announcement under Art. 89t, para. 2 of the Law on the Public Offering of Securities on the website of Information Agency "X3news.com", on the website of "SOPHARMA" AD and by the investment intermediary chosen to serve the capital increase. This date is also the Commencement Date on which the Warrants may be exercised by subscription of Shares.
Term for exercising the warrants - 15 working days, starting from the Commencement Date for exercising the warrants.
Holders of warrants who wish to exercise their rights should make an express statement to exercise the warrants by submitting a request to the authorized investment intermediary for the subscription of shares from the capital increase of "SOPHARMA" AD and pay the issue value of the subscribed shares. The request for the subscription of shares is submitted to the investment intermediary servicing the capital increase of "SOPHARMA" AD, directly or through another licensed investment intermediary, on whose account the warrants of the respective holder are registered in "Central Depository" AD, which in turn sends the request to the investment intermediary servicing the capital increase.
In cases where the application is submitted by a proxy, the latter should be legitimized with an express written power of attorney with notarization of the signature of the authorizer.
Simultaneously with the submission of the application for subscription of shares, the holders of warrants submit to the investment intermediary an order to block the warrants applied for exercise by the “Central Depository” AD.
The request for subscription of shares is submitted every working day, during the period for exercising the warrants to the investment intermediary servicing the capital increase, as follows: Sofia, Sredets district, 140 Georgi S. Rakovski Str., fl. 4, phone: +3592 937 9865, contact person: Atanas Videv
Legal entities submit the request through their legal representatives or through a person authorized by them, and the following are attached to the written request:
- certificate of current status of the applicant foreign legal entities, translated and legalized according to the relevant procedure.
- identity document of natural persons - legal representatives of the legal entity. The investment intermediary keeps a certified copy of the presented identity document.
- a notarized express power of attorney and an identity document of the proxy - when submitting a request through a proxy. The investment intermediary keeps the power of attorney for its archive, as well as a certified copy of the presented identity document of the power of attorney. Foreign legal entities submit translated and legalized documents in the relevant order.
Individuals submit applications in person, identifying themselves with an identity document, a copy of which is attached to the application, or through a proxy, who identify themselves with a notarized express power of attorney and an identity document. The investment intermediary keeps the power of attorney as well as a certified copy of the presented identity document for its archives.
Upon request of the investment intermediary to which the request for subscription of shares was submitted, "Central Depository" AD blocks the corresponding number of warrants on the client’s sub-account.
The issue value of the subscribed share should be paid to a special collection bank account IBAN BG92RZBB91555060271427 of the company, opened at “UBB” AD, address: Sofia 1463, 89B Vitosha Blvd., UBB Millennium Center. The persons subscribing for shares should deposit the amount corresponding to the issue value of the shares subscribed by them to the specified collection account no later than the expiration of the period for subscription of the shares. The amounts on the collection account cannot be used by the Issuer before the successful completion of the subscription and the registration of the increase of the capital "SOPHARMA" AD in the Commercial Register maintained by the Registration Agency.
The subscription is considered successfully completed regardless of the number of shares subscribed.
Within 3 days of the conclusion of the subscription, "SOPHARMA" AD will notify the FSC of the subscription and its results, including for difficulties and disputes in the exercise of the warrants and the subscription of the shares, as well as the exact amount of the capital increase as a result of the exercise of the warrants through the subscription of shares.
After the above, the capital increase is entered in the Commercial Register.
After completion of the subscription and the entry of the capital increase in the Commercial Register, "Central Depository" AD registers the shares from the capital increase and issues a Certificate of Registration of the Capital Increase certifying the total number of shares after the increase and data on the shareholders who acquired shares of the increase.
The shares from the capital increase are registered to the client sub-accounts of the shareholders, to the account in "Central Depository" AD of the investment intermediary, through which they were recorded. At the request of the shareholders, they can obtain depository receipts certifying the right to the shares they have purchased, through the investment intermediary where their client sub-accounts are opened.
According to the requirement of Art. 110, para. 9 of the Commercial Register, the Issuer is obliged within 2 working days from the entry of the capital increase in the Commercial Register to request entry of the new issue of shares in the register under Art. 30, para. 1, item 3 of the Law on the FSC, then to request its admission to trading on a regulated market.
After admission to trading, the shares from the Company's capital increase will be freely traded on the “Bulgarian Stock Exchange” AD.
The rights under the warrants, which are not exercised until the maturity of the issue, are terminated due to non-exercise.
The most complete and comprehensive information about the offered securities and about their issuer can be obtained from the Prospectus for public offering of warrants of "SOPHARMA" AD, which will be made available for the period of validity of the Prospectus on the "SOPHARMA" websites AD (https://www.sopharmagroup.com/bg) and the investment intermediary (www.sis.bg). The prospectus and other applicable information will also be available to the public in hard copy for the period of validity of the prospectus at the address of the authorized investment intermediary "SOFIA INTERNATIONAL SECURITIES" AD, in the city of Sofia, Sredets district, Georgi S. Rakovski street” No. 140, fl. 4.