Reports

Report No. 14/2023

Determination of the share capital and summary of subscriptions of series D shares and series E shares issued under the 2020-2022 Incentive Scheme

Legal basis: Article 56 (1) (2) of the Act on public offering – current and periodical information

 

With reference to the current reports: ESPI No. 5/2023 of 19 April 2023, ESPI No. 8/2023 of 24 April 2023 andESPI No 12/2023 of 18 May 2023 the Management Board of Creepy Jar S.A. with its registered office in Warsaw (hereinafter referred to as the “Company”) informs that today it has submitted a statement on the amount of the subscribed share capital in connection with the issue of series D ordinary bearer shares (“Series D Shares”) and series E ordinary bearer shares (“Series E Shares”) issued in connection with the implementation of the 2020-2022 Incentive Scheme. In connection with the completion of the subscription of Series D Shares and Series E Shares and the submission by the Company’s Management Board of the statement on the amount of the subscribed share capital, the Company intends to immediately apply to the registry court for registration of the increase in the Company’s share capital in the register of entrepreneurs of the National Court Register.

 

Subsequently, the Company’s Management Board will take steps to register Series D Shares and Series E Shares in the Central Securities Depository of Poland and to introduce and admit Series D Shares and Series E Shares to trading on the regulated market operated by WSE, provided that the conditions for such admission and introduction are met.

 

Summary of subscription of Series D Shares and Series E Shares:

1. Subscription commencement and completion dates: Subscription agreements for Series D Shares were concluded from 8 May 2023 to 18 May 2023. Subscription agreements for Series E Shares were concluded on 17 May 2023.

2. Securities allotment date: Series D Shares and Series E Shares were taken up under private subscription pursuant to Article 431 § 2 (1) of the Commercial Companies Code by submitting offers to designated addressees by the Company to take up Series D Shares and Series E Shares. Therefore, no subscriptions for shares were accepted and no shares were allotted within the meaning of Article 434 of the Commercial Companies Code.

 

3. Number of securities in the subscription: The private subscription of Series D Shares included not less than 1 and not more than 4,928 Series D Shares. The private subscription of Series E Shares included not less than 1 and not more than 15,000 Series E Shares.

4. Reduction rate in particular tranches: Series D Shares and Series E Shares were taken up by investors under private subscription pursuant to Article 431 § 2 (1) of the Commercial Companies Code by submitting offers to designated addressees by the Company to take up Series D Shares and Series E Shares. Due to the type of subscription, no subscriptions for shares were submitted, and no reduction occurred.

5. Number of securities applied for in the subscription: Series D Shares and Series E Shares were issued under private subscription, therefore no subscriptions for shares were submitted. As part of the private subscription, a total of 19,928 shares were taken up and duly paid for, including: 4,928 Series D Shares and 15,000 Series E Shares.

6. Number of shares allotted in the subscription: Series D Shares and Series E Shares were issued under private subscription, therefore no shares were allotted within the meaning of Article 434 of the Commercial Companies Code. As part of the private subscription, a total of 19,928 shares were taken up and duly paid for, including: 4,928 Series D Shares and 15,000 Series E Shares.

7. Price at which securities were taken up: Series D Shares were taken up at the issue price of PLN 1.00 (one zloty) per share. Series E Shares were taken up at the issue price of PLN 186.20 (one hundred and eighty-six 20/100 PLN) per share.

8. Number of persons that applied for the securities in the subscription in particular tranches: Series D Shares and Series E Shares were issued under private subscription, therefore no subscriptions for shares were accepted and no shares were allotted within the meaning of Article 434 of the Commercial Companies Code. Series D Shares were taken up by a total of 34 natural persons under private subscription. Series E Shares were taken up by a total of 3 natural persons under private subscription.

9. Number of persons who were allotted the securities in the subscription in particular tranches: Series K Shares were issued under private subscription, therefore no subscriptions for shares were accepted and no shares were allotted within the meaning of Article 434 of the Commercial Companies Code. Series D Shares were taken up by a total of 34 natural persons under private subscription. Series E Shares were taken up by a total of 3 natural persons under private subscription.

10. Names (business names) of sub-issuers that have taken up the securities as part of the performance of sub-issue agreements: No sub-issue agreements were entered into and Series D Shares and Series E Shares were not taken up by sub- issuers.

11. Value of subscription, understood as the product of the number of securities offered and the issue price: The value of Series D Shares offered amounted to PLN 4,928.00 (four thousand nine hundred and twenty- ight
zlotys). The value of Series E Shares offered amounted to PLN 2,793,000.00 (two million seven hundred and ninety- three thousand zlotys).

 

12. Total amount of costs included in the issue costs, indicating the amount of costs by title: As at the date of publication of the report, the total costs included in the issue costs amounted to PLN 18,277 net, including:

a) preparation and execution of the offer: PLN 18,277 net;
(b) remuneration of sub-issuers: not applicable;
(c) drawing up a prospectus, including advisory service: not applicable;
d) promotion of the offer: not applicable.

The issue costs of shares pursuant to Article 36 (2b) of the Accounting Act of 29 September 1994, incurred when increasing the share capital, reduce the supplementary capital to the amount of the share premium (“agio”) and the remainder is included in the financial costs.

 

13. Average subscription cost per share.
The average subscription cost per Series D Share is: PLN 0.92 net.
The average subscription cost per Series E Share is: PLN 0.92 net.

14. Method of payment for shares: Series D Shares and Series E Shares were fully covered by cash contributions in the form of bank transfers to the Company's account. Series D Shares and Series E Shares were not paid for by offsetting mutual claims.