RB 20/2022:CARLSON INVESTMENTS SE - Correction of current report EBI No. 25/2020- Completion of subscription of O Shares and P Shares
Firma: CARLSONSpis treści:
1. RAPORT BIEŻĄCY
2. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
| The Board of Directors of CARLSON INVESTMENTS SE, with its registered office in Warsaw, Poland (hereinafter, the Issuer, the Company, hereby provides a correction to current report EBI No. 25/2020 on the completion of the subscription of O series shares and P series shares. The correction concerns item 6a regarding information on how the subscribed securities were paid for. The reason for the correction is the identification of an accounting error, as a result of which the Company did not provide the correct number of shares subscribed for cash contributions and subscribed for by way of offsetting receivables.<br /> The content of the report as revised:<br /> The Management Board of CARLSON INVESTMENTS SE with its registered office in Warsaw (hereinafter referred to as the Company, the Issuer) announces information regarding the completion of the subscription of 2,500,000 O-series ordinary bearer shares with a nominal value of PLN 4 each and 250,000 P-series ordinary bearer shares with a nominal value of PLN 4 each.<br /> Series O Shares and Series P Shares were issued on the basis of resolutions No. 17 and No. 18, respectively, of the Annual General Meeting of September 2, 2020 on increasing the Company's share capital, depriving shareholders of pre-emptive rights and amending the Company's Articles of Association.<br /> The O-series and P-series shares were offered in private subscription mode within the meaning of Article 431 § 2(1) of the Commercial Companies Code.<br /> 1. the start and end date of the subscription or sale<br /> The subscription commenced on September 7, 2020. The subscription was completed on October 20, 2020, in connection with the filing of a statement that the issue had reached maturity. The process of concluding subscription agreements for Series O shares and Series P shares was completed on September 24, 2020.<br /> 2 Date of allotment of financial instruments<br /> Acquisition of the O Shares and P Shares was by private subscription, so no shares were subscribed for or allotted within the meaning of Article 434 of the Commercial Companies Code.<br /> 3. number of financial instruments subscribed or sold<br /> The subject of the subscription was 2,500,000 O Shares and 250,000 P Shares.<br /> 4 Reduction rates in individual tranches in the event that at least in one tranche the number of allocated financial instruments was less than the number of financial instruments subscribed for<br /> Not applicable<br /> 5. the number of financial instruments that were allocated in the subscription or sale carried out<br /> As part of the private placement, 2,499,999 Series O ordinary bearer shares and 250,000 Series P ordinary bearer shares were subscribed for.<br /> 6. price at which the shares were acquired(taken up)<br /> Series O Shares and Series P Shares were subscribed for at an issue price of PLN 4.00 per share.<br /> 6a. Information on how the covered securities were paid for, with details including:<br /> 6a.1 Shares taken up by way of set-off of debts<br /> a. Anna Jędrzejewska acquired 25,500(twenty-five thousand five hundred) shares of series O with a value of PLN 102,000.00 (one hundred and two thousand zlotys 00/100), which were settled through contractual settlement of remuneration claims with a total value equal to the price for the acquired shares.<br /> b. Carlson Capital Partners sp. z o.o. acquired 22,433 (twenty-two thousand four hundred and thirty-three zlotys 00/100) series O shares with a value of PLN 89,732.00 (eighty-nine thousand seven hundred and thirty-two), which were settled by contractual set-off of receivables for settlement of mutual obligations with a total value equal to the price for the acquired shares.<br /> c. Artur Jędrzejewski took up 14,716 (fourteen thousand seven hundred and sixteen thousand) shares of series O with a value of PLN 58,864.00 (fifty-eight thousand eight hundred and sixty-four zlotys 00/100) were settled by contractual settlement of loan receivables with a total value equal to the price for the shares taken up.<br /> d. Łukasz Marczuk took up 4,317 (four thousand three hundred and seventeen ) P-series shares with a value of PLN 17,268.00 (seventeen thousand two hundred and sixty-eight zlotys 00/100), which were settled through contractual settlement of remuneration claims with a total value equal to the price for the acquired shares.<br /> 6a.2 Shares taken in exchange for non-cash contributions.<br /> a. Carlson Ventures International Limited subscribed for 1,419,627 (one million four hundred and nineteen six hundred and twenty-seven) series O shares , which were covered by a non-cash contribution in the form of 5,867,750 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 5,678,509.28 (five million six hundred and seventy-eight thousand five hundred and nine zlotys 28/100),<br /> b. Rainbow Central and Eastern Europe Investments Limited took up 127,561 (one hundred and twenty-seven thousand five hundred and sixty-one) series O shares , which were covered by a non-cash contribution in the form of 527,250 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 510,245.67 (five hundred and ten thousand two hundred and forty-five ,<br /> c. Baker Street sp. z o.o. took up 1,210 (one thousand two hundred and ten) series O shares, which were covered by a non-cash contribution in the form of 5,000 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 4,838.75 (four thousand eight hundred and thirty-eight zlotys 75/100) ,<br /> d. Anna Jędrzejewska acquired 77,420 (seventy-seven thousand four hundred and twenty) series O shares, which were covered by a non-cash contribution in the form of 320,000 shares in the share capital of Gaudi Management S.A. (KRS 0000296454)with a valuation of PLN 309,679.68 (three hundred and nine thousand six hundred and seventy nine and 68/100),<br /> e. Polvent Sp. z o.o. acquired 605 (six hundred and five) series O shares, which were covered by a non-cash contribution in the form of 2,500 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 2,419.37 (two thousand four hundred and nineteen 37/100), f. Carlson Capital Partners sp. z o.o. acquired 159,432 (one hundred and fifty-nine thousand four hundred and thirty-two) series O shares, which were covered by a non-cash contribution in the form of 658,980 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 637,727.25 (six hundred and thirty-seven thousand seven hundred and twenty-seven 25/100).<br /> 6a.3 Shares taken in exchange for cash contributions<br /> a. 651,495 (six hundred and fifty-one thousand four hundred and ninety-five) Series O Shares worth PLN 2,605,980.00 (two million six hundred and five thousand nine hundred and eighty zlotys 00/100) were taken up in exchange for cash contributions,<br /> b. 245,683 (two hundred and forty-five thousand six hundred and eighty-three) Series P Shares worth PLN 982,732.00 (nine hundred and eighty-two thousand seven hundred and thirty-two zlotys 00/100) were taken up in exchange for cash contributions.<br /> 7. number of persons who subscribed for financial instruments subscribed or sold in each tranche<br /> Not applicable. The offering was not divided into tranches.<br /> 8. the number of persons to whom financial instruments were allotted as part of the conducted subscription or sale in each tranche<br /> O shares were subscribed by 8 entities, P shares were subscribed by two investors.<br /> 8a. Information whether persons to whom financial instruments were allocated as part of the conducted subscription or sale in particular tranches are related parties to the issuer within the meaning of § 4 section 6 of the Alternative Trading System Rules<br /> The natural person with whom one of the agreements for acquisition of Series P Shares was concluded is Mr. Łukasz Marczuk - Member of the Issuer's Supervisory Board, i.e. a person related to the Issuer within the meaning of § 4 item 6 of the Regulations of the Alternative Trading System.<br /> 9. the names (companies) of the underwriters who took up financial instruments in the performance of underwriting agreements, with an indication of the number of financial instruments they took up, together with the actual price of a unit of a financial instrument (the issue or sale price, net of the consideration for taking up a unit of a financial instrument, in the performance of the underwriting agreement, acquired by the underwriter)<br /> Not applicable. The issuance of Series O Shares and Series P Shares was not subject to an underwriting commitment.<br /> 10. total determination of the amount of costs that were included in the costs of issue, indicating the amount of costs by their titles<br /> The total costs, which were included in the costs of issuance of Series O Shares ora Series P Shares, amount to PLN 4,900.00 net, including:<br /> a) preparation and conduct of the offer - PLN 0.00<br /> b) underwriters' remuneration, separately for each of them - PLN 0.00,<br /> c) preparation of a public information document or an information document, including the costs of consulting - PLN 0.00,<br /> d) offer promotion - PLN 0.00<br /> e) other costs, including the cost of preparing a notarial deed - PLN 4,900.00 net<br /> Method of accounting for the costs referred to in item 10 in the books of account and how they are recognized in the Issuer's financial statements - In accordance with Article 36, paragraph 2b of the Accounting Act, CARLSON INVESTMENTS S.A. accounts for costs deemed related to the issuance of new shares as financial expenses. Contents of the report before correction:<br /> The Management Board of CARLSON INVESTMENTS S.A. with its seat in Warsaw (hereinafter referred to as the Company, the Issuer) announces information concerning the completion of the subscription of 2,500,000 O-series ordinary bearer shares with a nominal value of PLN 4 each and 250,000 P-series ordinary bearer shares with a nominal value of PLN 4 each.<br /> Series O Shares and Series P Shares were issued on the basis of Resolution No. 17 and No. 18, respectively, of the Annual General Meeting of September 2, 2020 on increasing the Company's share capital, depriving shareholders of preemptive rights and amending the Company's Articles of Association. Series O and Series P shares were offered in a private placement mode within the meaning of Article 431 § 2(1) of the Commercial Companies Code.<br /> 1.Date of start and end of subscription or sale<br /> The subscription commenced on September 7, 2020. The subscription was completed on October 20, 2020, in connection with the filing of a statement that the issue had reached maturity. The process of concluding subscription agreements for Series O shares and Series P shares was completed on September 24, 2020.<br /> 2 Date of allotment of financial instruments<br /> Acquisition of the O Shares and P Shares was by private subscription, so no shares were subscribed for or allotted within the meaning of Article 434 of the Commercial Companies Code.<br /> 3. number of financial instruments subscribed or sold<br /> The subject of the subscription was 2,500,000 O Shares and 250,000 P Shares.<br /> 4 Reduction rates in individual tranches in the event that at least in one tranche the number of allocated financial instruments was less than the number of financial instruments subscribed for<br /> Not applicable.<br /> 5. the number of financial instruments that were allocated in the subscription or sale carried out<br /> As part of the private placement, 2,499,999 Series O ordinary bearer shares and 250,000 Series P ordinary bearer shares were subscribed for.<br /> 6. price at which the shares were acquired(taken up)<br /> Series O Shares and Series P Shares were taken up at an issue price of PLN 4.00 per share. 6a. Information on the method of payment for the securities taken up, with indication of detailed information including:<br /> 6a.1 Shares taken up by way of set-off of debts<br /> a. Anna Jędrzejewska acquired 25,500(twenty-five thousand five hundred) shares of series O with a value of PLN 102,000.00 (one hundred and two thousand), which were settled through contractual settlement of remuneration claims with a total value equal to the price for the acquired shares.<br /> b. Carlson Capital Partners sp. z o.o. acquired 22,433 (twenty-two thousand four hundred and thirty-three) series O shares with a value of PLN 89,732.00 (eighty-nine thousand seven hundred and thirty-two), which were settled by contractual set-off of receivables for settlement of mutual obligations with a total value equal to the price for the acquired shares.<br /> c. Artur Jędrzejewski took up 14,716 (fourteen thousand seven hundred and sixteen thousand) shares of series O with a value of PLN 58,864.00 (fifty-eight thousand eight hundred and sixty-four) were settled through contractual settlement of loan receivables with a total value equal to the price for the shares taken up.<br /> d. CARLSON VENTURES INTERNATIONAL LIMITED subscribed for 17,599 ( seventeen thousand five hundred and ninety-nine) series O shares worth 70,396 ( seventy thousand three hundred and ninety-six) were settled through contractual settlement of loan receivables with a total value equal to the price for the subscribed shares.<br /> e. Łukasz Marczuk took up 4,317 (four thousand three hundred and seventeen ) P-series shares with a value of PLN 17,268.00 (seventeen thousand two hundred and sixty-eight), which were settled by contractual settlement of remuneration claims with a total value equal to the price for the shares taken up.<br /> 6a.2 Shares taken in exchange for non-cash contributions.<br /> a. Carlson Ventures International Limited acquired 1,419,627 (one million four hundred and nineteen six hundred and twenty-seven) series O shares , which were covered by a non-cash contribution in the form of 5,867,750 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a<br /> valuation of PLN 5,678,509.28 (five million six hundred seventy-eight thousand five hundred nine and 28/100),<br /> b. Rainbow Central and Eastern Europe Investments Limited acquired 127,561 (one hundred and twenty-seven thousand five hundred and sixty-one) series O shares, which were covered by a non-cash contribution in the form of 527,250 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 510,245.67 (five hundred and ten thousand two hundred and forty-five zlotys,<br /> c. Baker Street sp. z o.o. took up 1,210 (one thousand two hundred and ten) series O shares, which were covered by a non-cash contribution in the form of 5,000 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 4,838.75 (four thousand eight hundred and thirty-eight zlotys and 75/100),<br /> d. Anna Jędrzejewska acquired 77,420 (seventy-seven thousand four hundred and twenty) series O shares, which were covered by a non-cash contribution in the form of 320,000 shares in the share capital of Gaudi Management S.A. (KRS 0000296454)with a valuation of PLN 309,679.68 (three hundred and nine thousand six hundred and seventy nine and 68/100),<br /> e. Polvent Sp. z o.o. acquired 605 (six hundred and five) series O shares, which were covered by a non-cash contribution in the form of 2,500 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 2,419.37 (two thousand four hundred nineteen and 37/100),<br /> f. Carlson Capital Partners sp. z o.o. acquired 159,432 (one hundred and fifty-nine thousand four hundred and thirty-two) series O shares, which were covered by a non-cash contribution in the form of 658,980 shares in the share capital of Gaudi Management S.A. (KRS 0000296454) with a valuation of PLN 637,727.25 (six hundred thirty-seven thousand seven hundred twenty-seven and 25/100).<br /> 6a.3. Shares acquired in exchange for cash contributions 245,683 P Shares were acquired in exchange for cash contributions.<br /> 7. number of persons who subscribed for financial instruments subscribed or sold in each tranche<br /> Not applicable. The offering was not divided into tranches.<br /> 8 The number of persons to whom financial instruments were allotted as part of the conducted subscription or sale in each tranche<br /> O shares were subscribed by 8 entities, P shares were subscribed by two investors.<br /> 8a. Information whether persons to whom financial instruments were allocated as part of the conducted subscription or sale in particular tranches are related parties to the issuer within the meaning of § 4 section 6 of the Alternative Trading System Rules<br /> The natural person with whom one of the agreements for acquisition of Series P Shares was concluded is Mr. Łukasz Marczuk - Member of the Issuer's Supervisory Board, i.e. a person related to the Issuer within the meaning of § 4 item 6 of the Regulations of the Alternative Trading System.<br /> 9. the names (companies) of the underwriters who took up financial instruments in the performance of underwriting agreements, with an indication of the number of financial instruments they took up, together with the actual price of a unit of a financial instrument (the issue or sale price, net of the consideration for taking up a unit of a financial instrument, in the performance of the underwriting agreement, acquired by the underwriter)<br /> Not applicable. The issuance of Series O Shares and Series P Shares was not subject to an underwriting commitment.<br /> 10. total determination of the amount of costs that were included in the costs of issue, indicating the amount of costs by their titles<br /> The total costs, which were included in the costs of issuance of Series O Shares ora Series P Shares,<br /> amount to PLN 4,900.00 net, including:<br /> a) preparation and conduct of the offer - PLN 0.00<br /> b) underwriters' remuneration, separately for each of them - PLN 0.00,<br /> c) preparation of a public information document or an information document, including the costs of consulting - PLN 0.00,<br /> d) offer promotion - PLN 0.00<br /> e) other costs, including the cost of preparing the notarial deed - PLN 4,900.00 net The method of accounting for the costs referred to in item 10 in the books of account and the manner of their recognition in the Issuer's financial statements - In accordance with Article 36, paragraph 2b of the Accounting Act, CARLSON INVESTMENTS S.A. books the costs considered to be related to the issue of new shares as financial expenses.<br /> Legal Basis:<br /> § 4 section 1 of Appendix No. 3 to the Regulations of the Alternative Trading System - "Current and periodic information provided in the Alternative Trading System on the NewConnect market". |
| Data | Imię i Nazwisko | Stanowisko | Podpis | ||
| 2022-09-14 19:04:27 | Aleksander Gruszczyński | President of the Management Board |
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