2023 Current Reports EN

Management Board of CPD S.A. (hereinafter referred to as the “Company”) informs that on 27 March 2023, the Company received from Mrs. Iwona Makarewicz and Mrs. Elżbieta Wiczkowska, members of the management board at CPD S.A., a notification of transactions in shares referred to in Art. 19 sec. 3 of the MAR Regulation, concluded on 24 March 2023.

The content of the notifications is provided by the Company as attached.

2023 03 27 Zgłoszenie MAR Makarewicz

2023 03 27 Zgłoszenie MAR Wiczkowska

 

Legal basis:
Article 19 par. 3 MAR – information on transactions performed by persons discharging managerial responsibilities

 

Signatures of persons authorized to represent:
1. Elżbieta Wiczkowska, Member of the Management Board, March 27, 2023
2. Iwona Makarewicz, Member of the Management Board, March 27, 2023

Management Board of CPD S.A. with its registered office in Warsaw (“Company“), with reference to current report No. 6/2023 of 7 March 2023 and current report No. 8/2023 of 22 March 2023, hereby presents a summary of the on 9-21 March 2023, buyback of own shares (“Buyback“).

As part of the Buyback, the Company purchased 1,535,558 (one million, five hundred and thirty-five thousand, five hundred and fifty-eight) of its own ordinary bearer shares with a nominal value of PLN 0.10 (ten grosz) each, registered in the securities depository maintained by the National Depository for Securities under the code ISIN PLCELPD00013 (“Own Shares“).

Own Shares were purchased at a price of PLN 29.90 (twenty-nine zlotys 90/100 groszy) per one Own Share and for a total price of PLN 45,913,184.20 (forty-five million nine hundred thirteen thousand one hundred and eighty-four zlotys 20/100 groszy). The total nominal value of the purchased Own Shares is PLN 153,555.80 (one hundred and fifty three thousand five hundred and fifty five zlotys and 80/100 groszy).

Acquired by CPD S.A. Own Shares constitute 17.13% of the Company’s share capital and 21.05% of the total number of votes at the Company’s general meeting (prior to the Purchase, the Company already had 1,672,591 own shares). Pursuant to Art. 364 § 2 of the Code of Commercial Companies, the Company will not exercise the share rights attached to Own Shares, except for the right to sell them or perform activities aimed at retaining these rights. Own Shares were purchased for redemption pursuant to art. 362 § 1 point 5) k.s.h.

As part of the Buyback, 155 sales offers were submitted, covering a total of 6,800,469 (six million eight hundred thousand four hundred and sixty nine) shares of the Company. Due to the fact that the total number of the Company’s shares offered for purchase by the Company’s shareholders under the Buy-back exceeded the total number of shares that the Company intended to buy under the Buy-back, the Company reduced the sale offers of the Company’s shares, applying the reduction rules described in detail in the invitation to submitting offers for the sale of the Company’s shares as part of the Buy-back. The weighted average reduction rate of the submitted bids calculated from individual reduction rates was 77.66%.

The Buyback of Own Shares was concluded and settled on 24 March 2023. The Own Shares were purchased outside the regulated market through the National Depository for Securities.

 

Legal basis:

Art. 17 ust. 1 MAR – informacje poufne

 

Signatures:

Elżbieta Wiczkowska, Członek Zarządu, 24 marca 2023 r.

Iwona Makarewicz, Członek Zarządu, 24 marca 2023 r.

Management Board of CPD S.A. (“Company”), informs that on 22 March 2023, the Company received a notification pursuant to Art. 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005 (Journal of Laws No. 184, item 1539, as amended) from FAMILIAR S.A., SICAV-SIF.

The full content of the notification is attached to this report.

Notification Familiar

 

Legal basis:

Article 70 sec. 1 of the Act on Public Offering – purchase or sale of a significant block of shares

 

Signatures of persons representing the Company:

Elżbieta Wiczkowska, Member of the Management Board, 24 March 2023

Iwona Makarewicz, Member of the Management Board, 24 March 2023.

Management Board of CPD S.A. with its registered office in Warsaw (“Company“), with reference to the current report 6/2023 of 7 March 2023, hereby presents a summary of the acceptance of sale offers as part of the buyback of own shares carried out by the Company on 9-21 March 2023 (“Buyback“).

On 22 March 2023, the Company received from Trigon Dom Maklerski S.A. with its registered office in Kraków (“Intermediary“), information that 155 sale offers were submitted as part of the Buy-back, covering a total number of 6,800,469 (six million eight hundred thousand four hundred and sixty nine) ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) ) each, registered in the securities depository maintained by the National Depository for Securities under the code ISIN PLCELPD00013 (“Own Shares“).

Own Shares will be acquired at a uniform price of PLN 29.90 (twenty nine zlotys 90/100) per one Own Share and for the total price of PLN 45,913,184.20 (forty five million nine hundred thirteen thousand one hundred and eighty four zlotys 20/100 groszy). The total nominal value of the acquisition of Own Shares will amount to PLN 153,555.80 (one hundred and fifty three thousand five hundred and fifty five zlotys and 80/100 groszy).

Due to the fact that the total number of the Company’s shares offered for purchase by the Company’s shareholders under the Buy-back exceeded the total number of shares that the Company intends to buy under the Buy-back, i.e. 1,535,558 (one million five hundred and thirty-five thousand five hundred and fifty-eight) CPD S.A., the Company will reduce the offers for the sale of the Company’s shares, applying the reduction rules described in detail in the invitation to submit offers for the sale of the Company’s shares as part of the Buy-back. The weighted average reduction rate of the submitted bids calculated from individual reduction rates will be 77.66%.

Own Shares to be purchased by the Company will constitute 17.13% of the share capital of the Company and 21.05% of the total number of votes at the general meeting of the Company. Pursuant to Art. 364 § 2 of the Code of Commercial Companies, the Company will not exercise Own Share rights, except for the right to sell them or perform activities aimed at retaining these rights. The Company was the entity purchasing the shares as part of the Buy-back, and the Own Shares are to be purchased for redemption pursuant to Art. 362 § 1 point 5) k.s.h.

The conclusion and settlement of the Own Shares acquisition is expected on 24 March  2023. The Own Shares acquisition will take place outside the regulated market, through the National Depository for Securities.

 

Legal basis:

Art. 17 sec. 1 of MAR – confidential information.

 

Signatures of persons authorized to represent:

Elżbieta Wiczkowska, Member of the Management Board, 22 March 2023

Iwona Makarewicz, Member of the Management Board, 22 March 2023

The Management Board of CPD SA (“Company”) informs that on 17 March 2023, an agreement was concluded under which the Company sold 100% of the shares it held in the share capital of the company under the business name Celtic Investments Ltd with its registered office in Nicosia ( “Agreement”).

Due to the conclusion of the Agreement described above, the Company ceased to have share rights in the share capital of Celtic Investments Ltd with its registered office in Nicosia and the above company is no longer part of the “CPD” Capital Group.

Celtic Investments Ltd with its registered office in Nicosia did not have any significant assets.

The sale price of 100% of shares i.e. 1,000 shares with a value of EUR 1,000, specified in the agreement, amounted to EUR 1,000 (one thousand). Pursuant to the above agreement, the consolidated statement of financial position of the Company will not include the liability described in the item “Significant Court, Administrative and Arbitration Proceedings” in periodic reports published by the Company.

 

Legal basis:

Art. 17 sec. 1 of MAR – confidential information.

 

Signatures of persons authorized to represent:

Elżbieta Wiczkowska, Member of the Management Board, 17 March 2023

Iwona Makarewicz, Member of the Management Board, 17 March 2023