2014 Current Reports EN

30/2014 Resignation of the Member of the Management Board

The Management Board of CPD S.A. (“the Company”) informs, that today received the resignation from the member of the board from the function of the member.
Mr. Piotr Turchoński, who is a member of the Board of the Company resign with from the function of Board member with the effect from the close of business on 31 December 2014.
Mr. Piotr Turchoński did not give reasons for the resignation.
Following the resignation of the above member, the Management Board is composed of three people which ensures correct representation and conducting the Company’s affairs in accordance with the provisions of the Articles of Association of the Company.

Legal basis: Art. 5.1.21 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of non-member state.

Signatures of persons entitled to representation:
Elżbieta Wiczkowska, President of the Management Board, 22 December 2014

29/2014 Notice of Furseka of change in the total number of votes

Board of CPD SA (the “Company”), pursuant to Art. 70 point 1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2009 No. 185, item.1439 ) (“the Act”) announces that he had received, from Furseka Trading and Investments Limited, the following notice on December 8, 2014:

 

“In accordance with Articles 69.1.1 and 69a.1.1 of the Act of July 29th, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2009 No. 185, item.1439), on behalf of Furseka Trading and Investments Limited, hereby notifies on change of share capital in the total number of votes at the General Meeting of CPD SA.

1. Due to the reduction of the share capital of CPD S.A., by the amount of 173,239.40 PLN as a result of redemption of 1,732,394 of the Company’s own shares series B with the nominal value of 0.10 PLN each, which constituted 1,732,394 votes at the Company’s General Meeting. Furseka Trading and Investments Limited, hereby notifies that it has received on 3rd December, information contained in current report of CPD S.A. no. 27/2014, on the reduction of the CPD S.A. share capital on the basis of the decision issued on November 25th, 2014 by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register. Reduction of CPD S.A. share capital caused the Furseka Trading and Investments Limited increased number of votes and held more than 15% of the total number of votes at the CPD SA General Meeting.

2. Before November 25th, 2014, Furseka Trading and Investments Limited controlled 5,137,222 shares of CPD SA (15% of the share capital of the Company), representing 5,137,222 votes at the General Meeting of the Company (15% of the total number of votes at the General Meeting of the Company).

3. After November 25th, 2014, Furseka Trading and Investments Limited controls 5,137,222 shares of CPD SA (15,63% of the share capital of the Company), representing 5,137,222 votes at the General Meeting of the Company (15,63% of the total number of votes at the General Meeting of the Company).

4. There are no subsidiaries of Furseka Trading and Investments Limited, holding CPD SA shares.

5. In the case of Furseka Trading and Investments Limited there are no persons referred to in Art. 87.1 point 3 letter c of the Act on Public Offering.”

 

Signatures of persons entitled to representation:

  1. Elżbieta Donata Wiczkowska, President of the Board, 8 December, 2014.

28/2014 Notice of shareholder of change in the total number of votes

Board of CPD SA (the “Company”), pursuant to Art. 70 point 1 and Art. 70a of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2009 No. 185, item.1439 ) (“the Act”) announces that he had received, from Laxey Group Limited the following notice on December 8, 2014:

„I.

In accordance with Articles 69.1.1 and 69a.1.1 of the Act of July 29th, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (the “Act on Public Offering”), Laxey Group Limited, a company incorporated under the laws of Isle of Man with a registered office at 4th Floor, Derby House, 64 Athol Street, Douglas, Isle of Man, registered in Isle of Man Companies Registry with registration number 002431V (“Laxey Group Ltd”), hereby notifies that it received information (current report of CPD S.A. no. 27/2014) on the reduction of the CPD S.A. (the “Company”) share capital on the basis of the decision issued on November 25th, 2014 by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register.

CPD SA share capital has been reduced by the amount of 173,239.40 PLN as a result of redemption of 1,732,394 of the Company’s own shares series B with the nominal value of 0.10 PLN each, which constituted 1,732,394 votes at the Company’s General Assembly. These events caused the Laxey Group Ltd, as a result of the events described above other than legal action, increased number of votes held more than 10% of the total number of votes at the CPD SA General Meeting.

II.

Before November 25th, 2014 Laxey Group Ltd controlled (through the different types of relations) 3,450,671 shares of CPD SA (9.974% of the share capital of the Company), representing 3,450,671 votes at the General Meeting of the Company (9.974% of the total number of votes at the General Meeting of the Company).

Number of CPD SA shares held by individual entities – shareholders of CPD SA (before the registration of the share capital reduction) is as follows:

1) Laxey Group Ltd: no CPD shares;

2) Laxey Partners Ltd (Isle of Man):

* 449,761 shares of CPD S.A. (1.3% of the share capital of the Company), representing 449,761 votes at the General Meeting of the Company (1.3% of votes at the General Meeting of the Company);

3) Laxey Investors Ltd (British Virgin Island):

* 467,308 shares of CPD S.A. (1.35% of the share capital of the Company), representing 467,308 votes at the General Meeting of the Company (1.35% of votes at the General Meeting of the Company);

4) Leaf Ltd (British Virgin Island):

* 346,726 shares of CPD S.A. (1.002% of the share capital of the Company), representing 346,726 votes at the General Meeting of the Company (1.002% of votes at the General Meeting of the Company);

5) LACMA Ltd (British Virgin Island):

* 5,381 shares of CPD S.A. (0.015% of the share capital of the Company), representing 5,381 votes at the General Meeting of the Company (0.015% of votes at the General Meeting of the Company);

6) LP Alternative Fund LP (City of Dover, Delaware, USA):

* 2,003,981 shares of CPD S.A. (5.792% of the share capital of the Company), representing 2,003,981 votes at the General Meeting of the Company (5.792% of votes at the General Meeting of the Company);

7) Laxey Universal Value LP (Delaware, USA):

* 177,514 shares of CPD S.A. (0.513% of the share capital of the Company), representing 177,514 votes at the General Meeting of the Company (0.513% of votes at the General Meeting of the Company).

III.

After November 25th, 2014 Laxey Group Ltd controls 3,450,671 shares of CPD SA (10.5% of the share capital of the Company), representing 3,450,671 votes at the General Meeting of the Company (10.5% of the total number of votes at the General Meeting of the Company). Number of CPD SA shares held by individual entities – shareholders of CPD SA (after the registration of the share capital reduction) is as follows:

1) Laxey Group Ltd: no CPD shares;

2) Laxey Partners Ltd (Isle of Man):

* 449,761 shares of CPD S.A. (1.368% of the share capital of the Company), representing 449,761 votes at the General Meeting of the Company (1.368% of votes at the General Meeting of the Company);

3) Laxey Investors Ltd (British Virgin Island):

* 467,308 shares of CPD S.A. (1.422% of the share capital of the Company), representing 467,308 votes at the General Meeting of the Company (1.422% of votes at the General Meeting of the Company);

4) Leaf Ltd (British Virgin Island:

* 346,726 shares of CPD S.A. (1.055% of the share capital of the Company), representing 346,726 votes at the General Meeting of the Company (1.055% of votes at the General Meeting of the Company);

5) LACMA Ltd (British Virgin Island):

* 5,381 shares of CPD S.A. (0.016% of the share capital of the Company), representing 5,381 votes at the General Meeting of the Company (0.016% of votes at the General Meeting of the Company);

6) LP Alternative Fund LP (City of Dover, Delaware, USA):

* 2,003,981 shares of CPD S.A. (6.098% of the share capital of the Company), representing 2,003,981 votes at the General Meeting of the Company (6.098% of votes at the General Meeting of the Company),

7) Laxey Universal Value LP (Delaware, USA):

* 177,514 shares of CPD S.A. (0.54% of the share capital of the Company), representing 177,514 votes at the General Meeting of the Company (0.54% of votes at the General Meeting of the Company).

IV.

Laxey Group Ltd does not exclude changes in its share in the total number of votes in the Company within 12 months from the date of notification.

V.

There are no subsidiaries of Laxey Group Ltd holding CPD SA shares.

VI.

In the case of Laxey Group Ltd there are no persons referred to in Art. 87.1 point 3 letter c of the Act on Public Offering.”

Signatures of persons entitled to representation:

1. Elżbieta Donata Wiczkowska, President of the Board, 8 December, 2014.

27/2014 Reduction of the Company’s share capital

Management Board of CPD S.A. (hereinafter the „Company”) would like to inform that today we have received the decision issued by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register of 25 November 2014 on the reduction of the Company’s share capital.
Company’s share capital has been reduced by the amount of 173,239.40 zlotys (in words: one hundred seventy three thousand two hundred thirty nine 40/100 zlotys) as a result of redemption of 1,732,394 (in words: one million seven hundred thirty two thousand three hundred ninety four) of the Company’s own shares series B with the nominal value of 0.10 (in words: ten groszys) each, which constituted 1,732,394 votes at the Company’s General Assembly. Redemption of the shares was completed on the basis of the resolution no 22 of the Annual General Assembly of 29 May 2014 (Rep. A no 6337/2014).
Redemption of the shares has been completed on the basis of art. 360 § 1 of the Commercial Companies Code as a voluntary redemption.

Following the redemption the share capital amounts to 3,286,320.30 (three million two hundred eighty six thousand three hundred twenty 30/100 zlotys) and is divided into 32,863,203 (thirty two million eight hundred sixty three thousand two hundred and three) shares with the nominal value of 0.10 zlotys (in words: ten groszys) each, which constitute 32,863,203 votes at the Company’s General Assembly.

After the registration of the changes, the Company’s shareholding structure is as follows:

a) 32,335,858 (thirty two million three hundred thirty five thousand eight hundred fifty eight) ordinary bearer shares series B, which constitutes 98.40% of the Company’s share capital, 32,335,858 votes which constitutes 98.40% of the total number of votes at the Company’s General Assembly.
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C which constitutes 0.50% of the company’s share capital, 163,214 votes which constitutes 0.50% of the total number of votes at the Company’s General Assembly,
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitute 0.23% of the total number of votes at the Company’s General Assembly,
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.27% of the total number of votes at the Company’s General Assembly,
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.

Redemption was completed in return for remuneration, amounting to 7.10 zlotys per one share, i.e. for the total remuneration of 12,299,997.40 zlotys for all the shares.

In view of the reduction of the share capital completed under said Resolution the Company’s Articles of Association have been amended in that the current wording of §4 par. 1 of the Company’s Articles of Association:

„Share capital of the Company shall be amount to 3,423,146.60 zlotys (three million four hundred twenty three thousand one hundred forty six 60/100) and shall be divided into 34,231,466 (thirty four million two hundred thirty one thousand four hundred sixty six) ordinary shares with the value of 0.10 PLN (ten groszys) each, including:
a) 34,068,252 (thirty four million sixty eight thousand two hundred fifty two) ordinary bearer shares series B and
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitutes 0.23% of the total number of votes at the Company’s General Assembly.
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E, which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F, which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.”
has been changed to the following wording:

“Share capital amounts to 3,286,320.30 (three million two hundred eighty six thousand three hundred twenty 30/100 zlotys) and is divided into 32,863,203 (thirty two million eight hundred sixty three thousand two hundred and three) shares with the nominal value of 0.10 zlotys (in words: ten groszys) each, including:

a) 32,335,858 (thirty two million three hundred thirty five thousand eight hundred fifty eight) ordinary bearer shares series B, which constitutes 98.40% of the Company’s share capital, 32,335,858 votes which constitutes 98.40% of the total number of votes at the Company’s General Assembly.
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C which constitutes 0.50% of the company’s share capital, 163,214 votes which constitutes 0.50% of the total number of votes at the Company’s General Assembly,
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitute 0.23% of the total number of votes at the Company’s General Assembly,
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.27% of the total number of votes at the Company’s General Assembly,
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.

Moreover, we would like to inform that the consolidated text of the Company’s Articles of Association was publically announced in the current report no 22/2014 of 19 August 2014.

Legal basis:
§ 5 par. 1 subpar. 9) and § 38 par. 1 subpar. 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by the issuers of securities and conditions for recognition as equivalent of the information required under the provisions of law of the non-member state.

Signatures of persons authorized to represent the Company:
Elżbieta Donata Wiczkowska, President of the Management Board, 2 December 2014

26/2014 Supplementing the current report No. 25/2014

CPD Board of SA (the “Company”) in addition to the current report No. 25/2014 provides additional information regarding the terms of issue of convertible bonds tranche.

Issued bonds are convertible bonds:
a) the number of votes at the general meeting of the Company who is entitled to the covered shares – in case the conversion of all that is. 110 bonds issued,
-on 26 September 2015. Amounts to 5,700,750 votes,
-on 21 September 2017. Amounts to 6,731,560 votes;
b) the total number of votes at the general meeting of the Company – in case the conversion of all that is. 110 issued bonds;
– on 26 September 2015. Amounts to 40,296,347 votes,
– on 21 September 2017. Amounts to 41,327,157 votes.
The numbers are the numbers extreme and they will be changed depending on the time of making the conversion of bonds into shares and the euro exchange rate.
The Management Board, inform that the process goes reduction in share capital in connection with the change in the number of votes.
Bonds are not the priority right.

Legal grounds: § 5.1.11) in connection with § 17 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information passed by issuers of securities and on terms for consideration of information required under laws of states that are not Member States as equivalent.

Signatures of persons authorised to representation:
1. Elżbieta Donata Wiczkowska, President of the Management Board, 29 September 2014

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