Regulatory Filings
Rzeszów, 22 December 2010
The Management Board of Asseco Poland SA ("Company") informs that on 21 December 2010 the Company received a notification from the District Court for Warszawa-Mokotów in Warsaw, VII Land and Mortgage Department, dated 16 December 2010, stating that on 2 December 2010 the Court registered a contractual joint ordinary mortgage in the amount of PLN 200,000,000 (two hundred million zlotys) as well as a contractual joint capped mortgage in the amount of PLN 100,000,000 (one hundred million zlotys) in favour of Bank Polska Kasa Opieki SA seated in Warsaw ("Bank") on the real estate properties localized in Warsaw at the crossroads of Branickiego St. and Rzeczypospolitej Av. (according to the land register at Przyczółkowa St.), for which the District Court for the Capital City of Warsaw, VII Land and Mortgage Department, maintains land and mortgage registers numbered WA2M/00475502/0 and WA2M/00458227/3, in order to secure payment of interest on capital, interest on delayed loan repayment as well as other amounts payable under the investment loan agreement that was concluded between the Company and the Bank as disclosed in the Company's current report no. 53/2010.
Neither the Company nor any members of its management and supervisory staff have any connections with the Bank or with its management and supervisory staff.
Legal basis:
Article 5 section 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 22 December 2010
The Management Board of Asseco Poland SA ("Company") informs that on 22 December 2010 the District Court in Rzeszów, XII Commercial Department of the National Court Register, registered an increase of the Company's share capital by the amount of PLN 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four zlotys) in connection with issuance of 5,433,174 ordinary bearer shares of series J ("Series J Shares"). Concurrently, the Court registered a reduction of the Company's share capital by the amount of PLN 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four zlotys). The share capital was reduced by automatic cancellation of 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four) treasury shares that the Company acquired by universal succession on 1 April 2008 as a result of the merger with Prokom Software SA ("Treasury Shares"). The Treasury Shares were cancelled automatically pursuant to § 9 sec. 6 of the Company's Articles of Association in response to the Management Board resolution of 20 September 2010 on increasing the Company's share capital within the authorized capital (about which the Company informed in its current report no. 51/2010 of 20 September 2010).
With regard to the above:
(i) following the above-mentioned registrations, the Company's share capital has remained unchanged and amounts to PLN 77,565,530;
(ii) following the above-mentioned registrations, the total number of votes resulting from all shares issued by the Company equals 77,565,530;
(iii) as a result of the automatic cancellation of 5,433,174 Treasury Shares, at present the Company does not hold any Treasury Shares.
Concurrently, the District Court registered amendments to the Company's Articles of Association about which the Company informed in its current report no. 72/2010 of 27 November 2010. Therefore, the resolution on approving the consolidated text of the Company's Articles of Association adopted by the Supervisory Board on 21 December 2010, about which the Company informed in its current report no. 75/2010 of 21 December 2010, became effective.
Legal basis:
Article 5 section 1 item 9 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities (Journal of Laws of 2005 No. 209, item 1744)
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Rzeszów, 21 December 2010
The Management Board of Asseco Poland SA ("Company") informs that on 21 December 2010 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association.
This resolution shall come into effect on the date when the District Court, XII Commercial Department of the National Court Register, registers Resolution no. 42/2010 on increasing the Company's share capital within the authorized capital that was passed by the Management Board of Asseco Poland SA on 20 September 2010.
The consolidated text of the Articles of Association is attached to this current report.
Legal basis:
Article 38 section 1 item 2 b) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 18 December 2010
The Management Board of Asseco Poland SA ("Company") informs that on 17 December 2010 the Company was notified by Aviva Open Pension Fund Aviva BZ WBK (hereinafter "Aviva OFE") that as a result of acquisitions of Asseco Poland shares effected on 9 December 2010 Aviva OFE increased its interest in the Company to over 10% of the total number of votes.
Before the above-mentioned transactions, as at 13 December 2010, Aviva OFE held 7,608,990 shares in Asseco Poland SA, which represented 9.81% of the Company's share capital (outstanding shares) and entitled to 7,608,990 votes or 9.81% of the total number of votes at the Company's General Meeting of Shareholders.
Following execution and settlement of the above-mentioned transactions, this is as at 14 December 2010, Aviva OFE held 7,818,006 shares in Asseco Poland SA, which represented 10.08% of the Company's share capital (outstanding shares) and entitled to 7,818,006 votes or 10.08% voting interest at the Company's General Meeting of Shareholders.
Legal basis:
Article 70 sec. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 30 November 2010
The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total number of votes at the Company's Extraordinary General Meeting of Shareholders which was held in Warsaw on 26 November 2010.
NAME OF SHAREHOLDER | NUMBER OF VOTES | % OF TOTAL NUMBER OF VOTES | VOTING INTEREST AT THE EGMS |
Adam Góral | 8 083 000 | 10,42% | 23,42% |
ING Open-End Pension Fund | 4 000 000 | 5,16% | 11,59% |
AVIVA BZ WBK Open-End Pension Fund | 7 300 000 | 9,41% | 21,16% |
PZU Złota Jesień Open-End Pension Fund | 4 000 000 | 5,16% | 11,59% |
Amplico Open-End Pension Fund | 2 000 000 | 2,58% | 5,80% |
Legal basis:
Article 70 sec. 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 27 November 2010
The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held on 26 November 2010 in Warsaw.
Legal basis:
§ 38 sec. 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 25 November 2010
The Management Board of Asseco Poland SA ("Company") informs about the fulfilment of conditions under the agreement for acquisition of shares in Formula Systems Ltd. seated in Or Yehuda, Israel ("Formula Systems"), about which Asseco Poland notified in its current report no. 49/2010 of 3 September 2010.
On 25 November 2010, the Company received information that on 24 November 2010 the General Meeting of Shareholders of Emblaze Ltd. gave permission to sell shares in Formula Systems Ltd.
On 25 November 2010 the Company made payment for the acquired shares and consequently 6,687,642 shares in Formula Systems Ltd., with a par value of NIS 1 (one Israeli new shekel) each, have been effectively transferred to the Company's ownership. The acquired shares represent 49.19% of the share capital and 50.66% of votes at the General Meeting of Shareholders of Formula Systems.
Furthermore, on 25 November 2010 the Company signed an agreement resulting from the exercise of an option, about which Asseco Poland also notified in its current report no. 49/2010 of 3 September 2010. Following the option exercise, the Company acquired 135,960 shares in Formula Systems, with a par value of NIS 1 each, constituting 1% of the share capital and 1.03% of votes at the General Meeting of Shareholders of Formula Systems.
As a result of both the above-mentioned transactions, Asseco Poland SA holds 6,823,602 shares in Formula Systems representing 50.19% of the share capital and 51.69% of votes at the General Meeting of Shareholders of Formula Systems.
Legal basis:
Article 5 section 1 item 4 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 24 November 2010
With reference to the terrent report no. 64/2010 of 10 November 2010, the Management Board of Asseco Poland SA ("Company") discloses in public the costs of the issuance of series J shares which as at 24 November 2010 amounted to PLN 4,805,070 and included:
a) Preparation and conduct of the offering: PLN 3,675,340
c) Preparation of the issuance prospectus: PLN 1,064,279
d) Promotion of the offering: PLN 65,451
Accounting treatment of the issuance-related costs and their disclosure in the financial statements:
The costs of the issuance of series J shares will be accounted for by decreasing the premium recognized on the issue price of shares over their par value. Hence, these costs will be included in the Company’s financial statements, in the line "Share premium".
Given the amount of the issuance-related costs as at 24 November 2010, the average cost of conducting the issuance of series J shares attributable to 1 (one) series J share subscribed amounted to PLN 0.88.
Legal basis:
§ 33 sec. 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 24 November 2010
The Management Board of Asseco Poland SA informs that on 23 November 2010 it was notified by:
- an obligated person, being a spouse of a Member of the Supervisory Board, that on 10 November 2010, by exercise of pre-emptive rights, that person acquired 1,453 series J shares of Asseco Poland at a unit price of PLN 50 per share;
- an obligated person, being a Member of the Supervisory Board, that on 10 November 2010, by exercise of pre-emptive rights, that person acquired 1,287 series J shares of Asseco Poland at a unit price of PLN 50 per share;
- an obligated person, being a Member of the Management Board, that on 10 November 2010, by exercise of pre-emptive rights, that person acquired 1,423 series J shares of Asseco Poland at a unit price of PLN 50 per share.
Legal basis:
Article 160 section 1 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 24 November 2010
The Management Board of Asseco Poland SA ("Company") informs that the Board of the Warsaw Stock Exchange ("WSE"), by its resolution of 23 November 2010, decided that 5,433,174 allotment certificates for the Company's ordinary bearer shares of series J with a par value of PLN 1.00 each, as earlier designated with the securities identifying number PLSOFTB00156 by the National Depository for Securities, shall be introduced to public trading on the main market of WSE.
The shares allotment certificates will be quoted in the continuous trading system under the name "ASSECOPOL-PDA" and with the ticker symbol "ACPA".
Legal basis:
§ 34 sec. 1 item 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by laws of a non member state (Journal of Laws of 2009 No. 33, item 259).
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Rzeszów, 19 November 2010
The Management Board of Asseco Poland SA ("Company") informs that the Board of the National Depository for Securities ("NDS"), by its resolution of 18 November 2010, decided to (i) register in its depository 5,433,174 allotment certificates for ordinary bearer shares of series J with a par value of PLN 1.0 each ("Series J Shares") issued pursuant to the Management Board resolution of 20 September 2010 on increasing the Company's share capital within the authorized capital; and to (ii) designate such allotment certificates with the securities identifying number (ISIN): PLSOFTB00156.
Legal basis:
§ 34 sec. 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non member state.
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Rzeszów, 17 November 2010
The Management Board of Asseco Poland SA ("Company") informs that on 16 November 2010 it adopted a resolution on reduction of the Company's share capital by the amount of PLN 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four zlotys).
The share capital shall be reduced by automatic cancellation of 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four) treasury shares that were acquired by the Company by universal succession as a result of the merger with Prokom Software SA ("Treasury Shares"). The Treasury Shares are cancelled pursuant to § 9 sec. 6 of the Company's Articles of Association, in connection with the Management Board's resolution of 20 September 2010 on increasing the Company's share capital within the authorized capital ("Resolution on the Share Capital Increase") about which the Company informed in its current report no. 51/2010 of 20 September 2010. The cancelled Treasury Shares represent 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four) votes at the Company's General Meeting of Shareholders. The cancellation was effected upon consent of the shareholder (i.e. the Company) given by resolution no. 9 of the Extraordinary General Meeting of Shareholders of 14 August 2008 (as disclosed in the current report no. 74/2008 of 14 August 2008). Because the cancellation concerns the Company's Treasury Shares, it is carried out without payment of any consideration. The reduction of the Company's share capital is accompanied by a simultaneous increase of the share capital, following the Resolution on the Share Capital Increase, through the issuance of 5,433,174 (five million four hundred and thirty three thousand one hundred and seventy-four) ordinary bearer shares of series J.
As a consequence the amount of the Company's share capital remains unchanged.
Concurrently, the Management Board passed a resolution on amendment of the Company's Articles of Association whereby § 6 sections 1 – 3 with the existing reading presented below:
"§ 6 Share Capital
1. The Company's share capital amounts to PLN 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty zlotys).
2. The Company's share capital is divided into 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with consecutive alphabet letters as follows:
(1) 21,296,436 shares of series A,
(2) 3,210,000 shares of series B,
(3) 17,735,815 shares of series C,
(4) 30,276 shares of series R,
(5) 295,000 shares of series D,
(6) 4,644,580 shares of series E,
(7) 19,846,081 shares of series F,
(8) 356,515 shares of series G,
(9) 6,272,550 shares of series H,
(10) 3,878,277 shares of series I."
shall be replaced by the following:
"§ 6 Share Capital
1. The Company's share capital amounts to PLN 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty zlotys).
2. The Company's share capital is divided into 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with consecutive alphabet letters as follows:
(1) 15,863,262 shares of series A,
(2) 3,210,000 shares of series B,
(3) 17,735,815 shares of series C,
(4) 30,276 shares of series R,
(5) 295,000 shares of series D,
(6) 4,644,580 shares of series E,
(7) 19,846,081 shares of series F,
(8) 356,515 shares of series G,
(9) 6,272,550 shares of series H,
(10) 3,878,277 shares of series I,
(11) 5,433,174 shares of series J."
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 11 November 2010
The Management Board of Asseco Poland SA ("Company") informs that on 10 November 2010 the Company was notified by Aviva Open Pension Fund Aviva BZ WBK (hereinafter "Aviva OFE") that:
1) as a result of allocation and additional purchases of pre-emptive rights to shares in Asseco Poland SA, as at 2 November 2010 Aviva OFE held 9,636,492 such pre-emptive rights. Furthermore, Aviva OFE held 7,380,304 shares in Asseco Poland SA which represented 9.51 % of the Company's actual share capital and entitled to 7,380,304 votes or 9.51 % voting interest at the Company's General Meeting of Shareholders;
2) following an increase of the Company's share capital accompanied by cancellation of its treasury shares, and provided all the above-mentioned pre-emptive rights are converted into share allotment certificates and subsequently into shares, Aviva OFE will, in aggregate with shares already owned, hold 8,055,504 shares in Asseco Poland SA representing 10.39 % of the Company's share capital and entitling to 8,055,504 votes or 10.39 % voting interest at the Company's General Meeting of Shareholders;
3) according to the public offering schedule contained in the prospectus for the issuance of series J shares with pre-emptive rights for existing shareholders – the first quotation of share allotment certificates at the Warsaw Stock Exchange is planned for 24 November 2010. According to the information obtained from the Company, the date of acquisition of the Company's shares by virtue of pre-emptive rights held is presently unknown.
Legal basis:
Article 70 sec. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 10 November 2010
The Management Board of Asseco Poland SA ("Company") informs in public that today have been allocated 5,433,174 ordinary bearer shares of series J ("Series J Shares") that were subscribed under the issuance of shares with pre-emptive rights, which was conducted through a public offering on the basis of Resolution no. 42/2010 on increasing the Company's share capital within the authorized capital as passed by the Management Board on 20 September 2010 ("Resolution on the Share Capital Increase"). With regard to the above, the issuance of Series J Shares became effective.
Concurrently, the Company discloses in public the following information:
1. Opening date for subscriptions by the exercise of pre-emptive rights or by making an additional subscription: 22 October 2010; closing date for subscriptions by the exercise of pre emptive rights or by making an additional subscription: 2 November 2010.
2. Date of allocation of shares: 10 November 2010.
3. Number of shares offered for subscription: 5,433,174 Series J Shares.
4. Number of shares subscribed for under the subscription:
a) by the exercise of pre-emptive rights: 4,878,686 Series J Shares;
b) by making an additional subscription: 4,217,037 Series J Shares.
5. Rates of reduction in individual tranches of shares in the event where, even in one tranche of shares, the number of shares allocated was lower than the number of shares subscribed:
a) the allocation rate for subscriptions made by the exercise of pre-emptive rights was 100.00%, which means investors were allocated all the shares they subscribed;
b) the average allocation rate for additional subscriptions was 13.15%, which means the reduction rate for additional subscriptions was 86.85%.
6. Number of shares allocated under the subscription: 5,433,174 Series J Shares.
7. Issue price at which the shares were acquired: PLN 50.00.
8. Number of persons who subscribed shares and the number of persons who were actually allocated shares under the subscription:
a) the total number of 3,555 subscriptions for Series J Shares were placed by the exercise of pre emptive rights. Because each investor was able to make several subscriptions, the Company does not know how many investors actually placed subscriptions by the exercise of pre-emptive rights.
b) the total number of 527 subscriptions for Series J Shares were placed by making an additional subscription. Because each investor was able to make several subscriptions, the Company does not know how many investors actually made additional subscriptions.
9. Names of underwriters who acquired shares following the execution of underwriting agreements, inclusive of the number of shares acquired and the actual per-share price paid (i.e. the issue or sale price less the premium for acquisition of shares as a result of the execution of an underwriting agreement): no shares were acquired by underwriters.
10. Total value of the conducted subscription (corresponding to the product of multiplying the number of shares offered for subscription and the issue price per share): PLN 271,658,700.00 (two hundred and seventy-one million, six hundred and fifty-eight thousand, seven hundred zlotys).
11. Estimated costs of the issuance of Series J Shares were determined in the issuance prospectus in chapter "Utilization of Proceeds from the Issuance" (page 16).
The Company will prepare and disclose in public a separate current report concerning the total costs of the issuance of Series J Shares in a breakdown to preparation and conduct of the offering, preparation of the issuance prospectus, and promotion of the offering; along with determination of the accounting treatment of the issuance-related costs and their disclosure in the financial statements as well as indication of the average cost of conducting the issuance of Series J Shares attributable to one Series J Share sold. Such current report shall be published within the deadline provided for § 100 section 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.
Legal basis:
§ 33 sec. 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 27 October 2010
The Management Board of Asseco Poland SA ("Company"), acting on the basis of art. 399 § 1 and art. 4021 of the Polish Commercial Companies Code and with regard to § 38 items 1 and 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 26 November 2010 at 12:00 noon in the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Legal basis:
Article 39 section 1 items 1 and 2 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259)
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
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Rzeszów, 26 October 2010
The Management Board of Asseco Poland SA presents the enclosed notification, as submitted by a member of the Company's Management Board, about the sale of pre-emptive rights to series J shares of Asseco Poland SA.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 21 October 2010
The Management Board of Asseco Poland SA seated in Rzeszów ("Company") informs that on 21 October 2010 the Company received a notification from the Warsaw Stock Exchange ("WSE"), dated 21 October 2010, in which the WSE provided information on listing of unit pre-emptive rights to the Company's ordinary bearer shares of series J, with a par value of PLN 1 (one zloty) each ("Series J Shares"):
1) short name – ASSECOPOL-PP
2) ticker symbol – ACPP
3) identifying number – PLSOFTB00131
4) number of pre-emptive rights – 77,565,530
5) pre-emptive right day – 18 October 2010
6) the first day of listing – 22 October 2010
7) the last day of listing – 27 October 2010
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 14 October 2010
The Management Board of Asseco Poland SA ("Company") informs that the Board of the National Depository for Securities, by its resolution of 13 October 2010, decided to (i) register 77,565,530 unit pre-emptive rights ("Unit Pre-emptive Rights") to Asseco Poland ordinary bearer shares of series J with a par value of PLN 1.0 each ("Series J Shares") being issued pursuant to the Company's Management Board resolution no. 42/2010 of 20 September 2010 on increasing the Company's share capital within the authorized capital; and to (ii) designate such pre-emptive rights with the securities identifying number (ISIN): PLSOFTB00131, all with effect from 18 October 2010. In accordance with the resolution of the National Depository for Securities unless all the conditions for dematerialization of the Unit Pre-emptive Rights are satisfied on 18 October 2010, the Depository shall only perform registration actions in order to enable the exercise of the Company's shareholders pre emptive rights to acquire Series J Shares.
Legal basis:
§ 34 sec. 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state
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Rzeszów, 13 October 2010
The Management Board of Asseco Poland SA ("Asseco") informs that on 13 October 2010 the Supervisory Board of Asseco Poland SA appointed Mr. Wojciech Woźniak to serve as Vice President of the Management Board during the five–year joint term of office spanning from 2007 to 2011. This appointment shall come into effect on 1 February 2011.
Acting in the Management Board of Asseco Poland SA, Wojciech Woźniak will be responsible for the Building Automation and Data Center Department as well as for the Infrastructure Department both of which will be established within the Company as a result of the planned merger of Asseco Poland SA with Asseco Systems SA.
Wojciech Woźniak graduated from Warsaw School of Economics.
From 1990 to 1992 he was employed successively in the companies CPW Sp. z o.o., Wektor Sp. z o.o., Praxis SA.
In 1992 he started his professional career in Oracle Central Europe GmBH that was continued till 2006 in Oracle Polska Sp. z o.o., consecutively at the positions of Sales Representative, Account Manager, Communications & Media Segment Manager, Sales Manager, Telecommunication & Media, Strategic Accounts Director, Director, Banking Competence Centre for Central Eastern Europe, Sales Director, Communications and Financial Services, and Senior Sales Director Technology.
In 2006 he took the position of Country Manager Poland at Apple UK Ltd.; whereas, since 2007 has worked as Country Manager at Apple Poland Sp. z o.o.
Mr. Wojciech Woźniak does not conduct any activities competitive to Asseco Poland SA and is not engaged as partner in any competitive partnership nor as member of a governing body in any other competitive company or legal entity.
Mr. Wojciech Woźniak is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
Legal basis:
Article 5 section 1 item 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 13 October 2010
In accordance with the issuance prospectus of Asseco Poland SA ("Company") that was prepared in connection with the Company's public offering of 5,433,174 shares of series J ("Series J Shares") and subsequently approved by the Polish Financial Supervision Authority on 13 October 2010, as well as pursuant to art. 54 sec. 3 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies, the Company's Management Board informs that it determined the issue price of Series J Shares at PLN 50 (fifty zlotys) per 1 (one) Series I Share.
The issuance prospectus prepared in connection with the public offering of Series J Shares will be published on 13 October 2010 and will be available at the Company's website (www.asseco.pl) as well as at the website of the Warsaw Stock Exchange (www.gpw.pl).
Legal basis:
Art. 54 sec. 3 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies
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Rzeszów, 8 October 2010
The Management Board of Asseco Poland SA with registered seat at 14 Olchowa St., 35 322 Rzeszów, entered in the National Court Register of Entrepreneurs under the number 0000033391 by the District Court in Rzeszów, XII Commercial Department of the National Court Register, having VAT number 522-000-37-82 and fully paid-up share capital of PLN 77,565,530.00 ("Company"), informs that on 8 October 2010 the Company concluded with the Social Insurance Institution with registered seat at 3 5 Szamocka St., Warsaw, VAT number 521-30-17-228 ("ZUS") an agreement for provision of operational support and maintenance services for the Comprehensive Information System at the Social Insurance Institution ("Agreement").
The subject of the Agreement is provision by the Company of a broad range of services, including in particular IT support services for business processes executed by ZUS, services for IT applications, services for IT management tools, support of IT management processes. Furthermore, under this Agreement the Company shall provide maintenance services, including handling of incidents and elimination of any malfunctions of the Comprehensive Information System, as well as additional services resulting from the organizational development of ZUS that shall be performed under separate assignments.
The term of the Agreement covers the period from 11 October 2010 till 10 October 2013 while the net budget available under the Agreement amounts to PLN 403,154,918.03.
The Agreement stipulates contractual penalties for:
- failure to perform additional services within the deadlines specified in relevant orders – such penalty shall amount to 0.6% of the order net value for each day of delay; however, it cannot exceed 40% of the order value;
- withdrawal by ZUS from an order for additional services due to a default entirely on the Company's part – such penalty shall amount to 30% of net value of the order for additional services;
- withdrawal from the Agreement by ZUS in the event the Company is in breach of confidentiality obligations – such penalty shall amount to 20% of gross value of the Agreement budget.
The Agreement also provides for a possibility to seek claims for compensation in excess of the stipulated contractual penalties which shall however be limited to gross value of the Agreement budget.
Whereas, on 8 October 2010 the Company and ZUS also entered into another agreement for modification and development of the Comprehensive Information System at the Social Insurance Institution; therefore, the cumulative remuneration payable to the Company for implementation of the agreements concluded with ZUS during the last 12 months shall amount to PLN 652,354,918.03 (net of VAT).
The agreements have been collectively deemed significant because the total net remuneration for execution of those agreements meets the criteria to be qualified as significant, this is exceeds 10% of the Company's shareholders' equity.
Legal basis:
Article 5 section 1 item 3 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 6 October 2010
The Management Board of Asseco Poland SA seated in Rzeszów, acting pursuant to art. 504 § 1 of the Polish Commercial Companies Code ("PCCC"), for the second time informs its shareholders of the intended merger between Asseco Poland SA ("Taking-over Company") and Alatus Sp. z o.o. ("Acquired Company") to be effected according to the terms and conditions set forth in the Merger Plan that was published in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no. 178 on 13 September 2010 as well as in the current report no. 46/2010.
Furthermore, the Management Board of Asseco Poland SA informs that since 20 October 2010 both in the seat of Asseco Poland SA at 14 Olchowa St., Rzeszów, and in the seat of Alatus Sp. z o.o. at 15 Odrowąża St., Warsaw, shareholders of the merging Companies will be able to look through the following documents as specified in art. 505 § 1 of the PCCC:
1) the Merger Plan;
2) financial statements as well as the management reports on business operations of the merging companies for the last three financial years, accompanied by the opinions and reports of certified auditors;
3) draft resolutions on the merger of the Companies;
4) determination of the value of assets of the Acquired Company as at 1 July 2010;
5) statements containing information on the merging Companies' assets, equity and liabilities made as at 1 July 2010 for the merger purposes;
other documents enclosed with the Merger Plan.
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Rzeszów, 6 October 2010
The Management Board of Asseco Poland SA ("Company") informs that on 6 October 2010 the District Court in Rzeszów, XII Commercial Department of the National Court Register, made registration of Resolution No. 6 on amendment of § 19 of the Company's Articles of Association that was passed by the Extraordinary General Meeting of Shareholders of Asseco Poland SA on 31 August 2010, about which the Company informed in its current report no. 47/2010 of 31 August 2010.
Therefore, the resolution on approving the consolidated text of the Company's Articles of Association adopted by the Supervisory Board on 22 September 2010, about which the Company informed in its current report no. 52/2010 of 23 September 2010, has become effective.
Legal basis:
Article 38 section 1 item 2 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities (Journal of Laws of 2005 No. 209, item 1774)
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Rzeszów, 23 September 2010
The Management Board of Asseco Poland SA ("Asseco", "Company") informs that on 22 September 2010 the Company concluded an agreement with AWBUD Sp. z o.o. seated in Fugasówka, Poland ("AWBUD", "General Contractor") for the construction of an office building in Warsaw, having 3 overground storeys and 2 underground garage storeys, with total space of 39,000 square metres, including 20,300 square metres of office space, which constitutes a part of the investment project called "Wilanów Office Park", localized at the crossroads of Branickiego St. and Rzeczypospolitej Av., inclusive of the development of adjacent overground, underground, road and network infrastructure. The building will be constructed for own business needs of Asseco.
The General Contractor shall commence the construction work on 1 October 2010 and have it completed by the time the Parties sign a Final Acceptance Protocol – at the latest within 20 months from the commencement of work.
For execution of the subject-matter of the agreement, the General Contractor shall be paid a lump sum remuneration of PLN 116,900,000 (one hundred and sixteen million nine hundred thousand zlotys) net of VAT.
The agreement will be financed from the investment loan granted to Asseco by Bank Pekao SA on 22 September 2010 about which the Company informed in its current report no. 53/2010.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 23 September 2010
The Management Board of Asseco Poland SA ("Asseco") informs that on 22 September 2010 Asseco concluded with Bank Pekao SA ("Bank") an agreement for an investment loan in the total amount of PLN 200,000,000 which shall be granted to Asseco in the form of a term loan not exceeding PLN 80,000,000 with the purpose to refinance the net cost of purchase of the property localized in Warsaw, at the crossroads of Branickiego Street and Rzeczypospolitej Avenue, and a term loan not exceeding PLN 120,000,000 with the purpose to finance the net cost of construction of an office building with total space of 39,000 square metres, including 20,300 square metres of office space and car parking places. The building will be constructed for own business needs of Asseco. The loan shall be ultimately repaid after 147 months of the loan agreement execution date; however, not later than on 20 December 2022.
The interest on loan is determined on the basis of WIBOR variable interest rate plus the creditor margin.
The loan collaterals to be established according to the agreement include, among others, an ordinary mortgage for the fixed amount of PLN 200,000,000 and a capped mortgage up to the amount of PLN 100,000,000 to secure payment of interest and expenses, assignment of rights from the insurance of the property and construction project as well as assignment of the Asseco's rights under the construction contract.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 23 September 2010
The Management Board of Asseco Poland SA ("Company") informs that on 22 September 2010 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association.
The resolution shall come into effect on the date when the District Court in Rzeszów, XII Commercial Department of the National Court Register, makes registration of Resolution No. 6 on amendment of § 19 of the Company's Articles of Association that was passed by the Extraordinary General Meeting of Shareholders of Asseco Poland SA on 31 August 2010.
The consolidated text of the Articles of Association is attached to this current report.
Legal basis:
Article 38 section 1 item 2 b) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 20 September 2010
The Management Board of Asseco Poland SA ("Asseco", "Company") informs that on 20 September 2010, acting on the basis of art. 444 and 446 of the Polish Commercial Companies Code ("PCCC") and § 7a of the Company's Articles of Association, it passed a resolution to increase the Company's share capital within its authorized capital.
The Company's share capital will be increased by the amount not higher than PLN 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four zlotys) through the issuance of up to 5,433,174 (five million four hundred and thirty-three thousand one hundred and seventy-four) ordinary bearer shares of series J with a par value of PLN 1 (one zloty) each (hereinafter "Series J Shares").
The share capital shall be raised by the amount corresponding to the number of subscribed Series J Shares. The Management Board will make a statement, in the form of a notary deed, determining the exact amount of the share capital increase before applying for registration thereof in the register of entrepreneurs. Pursuant to § 9 sec. 6 of the Company's Articles of Association, when the Management Board adopts a resolution on increasing the Company's share capital within the authorized capital, such action shall result in an automatic retirement (cancellation) of a number of treasury shares held by the Company corresponding to the number of subscribed Series J Shares. Therefore, concurrently with submitting the above-mentioned statement the Management Board, acting on the basis of § 9 sec. 7 of the Company's Articles of Association, will adopt a resolution on decreasing the Company's share capital by an amount equal to the amount of the Company's share capital increase resulting from the issuance of Series J Shares. Subject to being registered by the competent Court, the issuance of Series J Shares and the related cancellation of treasury shares will have no impact on the amount of the Company's share capital and the total number of shares outstanding which shall both remain unchanged.
Series J Shares shall be offered to the Company's existing shareholders in a closed subscription, as understood by art. 431 § 2 item 2 of the PCCC, under a public offering to be conducted in accordance with the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies.
Pre-emptive rights to Series J Shares will be conferred upon the Company's existing shareholders at the end of the pre-emptive right day, one unit pre-emptive right to Series J Shares per each Company share held. The number of unit pre-emptive rights required to subscribe for one Series J Share is calculated as the quotient of the total number of unit pre emptive rights (77,565,530) divided by all the offered Series J Shares (5,433,174), and it equals approximately 14.2762. With regard to the above described fractional subscription parity, the numbers of Series J Shares to be allotted to parties making subscription by the exercise of pre-emptive rights shall be subject to the following rounding rules: the number of Series J Shares allotted to a party making subscription by the exercise of pre-emptive rights shall be determined by dividing the number of unit pre-emptive rights to Series J Shares, exercised under all valid subscriptions made by that party, by the number of unit pre-emptive rights required to subscribe for one Series J Share, and subsequently by rounding the achieved quotient down to the nearest integer.
The pre-emptive rights shall be acquired on 18 October 2010. Series J Shares shall be paid up entirely in cash. The issue price of Series J Shares will be determined in a separate resolution to be adopted by the Management Board at a later time. It is the Management Board's intention to determine the issue price of Series J Shares before the pre-emptive right day.
The deadline within which the Company's existing shareholders will be entitled to exercise their pre-emptive rights to Series J Shares as well as the dates for opening and closing the subscription of Series J Shares will be indicated in the offering document, being a part of the Company's issuance prospectus prepared in connection with the public offering of Series J Shares to be traded on the Warsaw Stock Exchange.
Series J Shares shall carry dividend rights as of 1 January 2010; however, if the share capital increase resulting from the issuance of Series J Shares is registered after the date of holding the Ordinary General Meeting of Shareholders convened to decide on the distribution of net profit for the financial year 2010, then Series J Shares shall bear dividend rights beginning from 1 January 2011.
The Management Board is going to apply for admission and introduction of Series J Shares, pre-emptive rights to Series J Shares as well as allotment certificates of Series J Shares to public trading on the regulated market of the Warsaw Stock Exchange.
The funds raised from the issuance of Series J Shares will be allocated for acquisitions of IT industry businesses operating in the local and foreign markets. First of all, proceeds from the issuance of shares will be used to finance the purchase of 49.19% shares in the company Formula Systems (1985) Ltd seated in Or Yehuda, Israel. In the event the acquisition of shares in Formula Systems does not come into effect, the Management Board intends to spend the issuance proceeds for further expansion of the Asseco Group in the European and local markets.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 3 September 2010
The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Extraordinary General Meeting of Shareholders which was held in Warsaw on 31 August 2010.
Legal basis:
Article 70 section 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 3 września 2010 r.
Zarząd Asseco Poland S.A. („Asseco”) informuje, że w dniu 3 września 2010 r. Spółka zawarła umowę dotyczącą nabycia 6.687.642 akcji o wartości nominalnej 1 NIS (nowy izraelski szekel) każda („Akcje“) w spółce Formula Systems (1985) Ltd. z siedzibą w Or Yehuda, Izrael („Formula Systems“). Akcje będące przedmiotem umowy stanowią 49,19% w kapitale zakładowym oraz 50,66% głosów na Walnym Zgromadzeniu Formula Systems. Umowa została zawarta z Emblaze Ltd. z siedzibą w Ra’anana.
Płatność za Akcje oraz przeniesienie własności Akcji na Asseco zostaną zrealizowane po wyrażeniu zgody przez Walne Zgromadzenie Akcjonariuszy Emblaze Ltd. na sprzedaż Akcji, co powinno nastąpić nie później niź w terminie do 30 listopada 2010 roku.
Ponadto, w dniu 3 września 2010 r., Asseco zawarło z jedną osobą fizyczną, będącą członkiem władz spółki Formula Systems, umowę opcji, na podstawie której ma ona prawo sprzedaży 135.960 akcji o wartości nominalnej 1 NIS każda w spółce Formula Systems. Akcje będące przedmiotem powyższej opcji stanowią 1% w kapitale zakładowym i 1,03% w głosach na Walnym Zgromadzeniu Formula Systems.
Docelowo, po transakcji nabycia akcji od spółki Emblaze Ltd. oraz zrealizowaniu opcji sprzedaży akcji, Asseco będzie posiadać 6.823.602 akcji Formula Systems, stanowiących odpowiednio 50,19% w kapitale zakładowym oraz 51,18% głosów na Walnym Zgromadzeniu Formula Systems.
Całkowite koszty transakcji nie przekroczą 145,3 mln USD (słownie: sto czterdzieści pięć milionów trzysta tysięcy dolarów amerykańskich).
Spółka Formula Systems powstała w 1985 roku. Jest spółką holdingową, która posiada udziały w trzech spółkach informatycznych (Matrix IT Ltd., Magic Software Enterprises Ltd., Sapiens International Corporation N.V.), specjalizujących się w produkcji i dostarczaniu rozwiązań informatycznych. Spółki z grupy Formula Systems prowadzą działalność na terenie: Izraela, USA, Kanady, Wielkiej Brytanii, Japonii, Niemiec, Holandii, Francji, Węgier, Indii oraz innych 50 krajów.
Łączne zatrudnienie w grupie Formula Systems wynosi około 5.200 osób. W 2009 roku grupa wypracowała 469,4 mln USD przychodów ze sprzedaży, natomiast zysk operacyjny oraz netto wyniósł odpowiednio 37,3 mln USD i 19,1 mln USD. Akcje Formula Systems są notowane na Tel Aviv Stock Exchange („TASE”) oraz NASDAQ Global Markets.
Formula Systems posiada następujące udziały w trzech podmiotach zależnych:
1. 50,1 % w Martix IT Ltd. z siedzibą w Herzlyia, Izrael. Spółka jest notowana na TASE, a swoją działalność prowadzi głównie na rynku izraelskim. Matrix IT zajmuje się świadczeniem profesjonalnych usług informatycznych dla różnych sektorów gospodarki (finanse i bankowość, telekomunikacja, administracja publiczna, ochrona zdrowia, produkcja/sprzedaż). W 2009 roku Matrix IT wypracował 368,5 mln USD przychodów ze sprzedaży, zysk operacyjny na poziomie 28,4 mln USD, a netto 20,3 mln USD.
2. 58,1% w Magic Software Enterprises Ltd. z siedzibą w Or Yehuda, Izrael. Spółka jest notowana na TASE oraz NASDAQ Global Markets. Firma jest producentem nowoczesnych narzędzi programistycznych, z których korzystają największe globalne instytucje. Magic posiada oddziały w USA, Holandii, Wielkiej Brytanii, Niemczech, Francji, Izraelu, na Węgrzech, w Japonii oraz Indiach. Wyniki finansowe Magic Software Enterprises osiągnięte w 2009 roku to: przychody ze sprzedaży 55,4 mln USD, zysk operacyjny 6,2 mln USD, zysk netto 6,2 mln USD.
3. 71,6% w Sapiens International Corporation NV zarejestrowana na Antylach Holenderskich. Spółka jest notowana na TASE oraz NASDAQ Global Markets. Sapiens specjalizuje się w produkcji i wdrażaniu oprogramowania głównie dla sektora ubezpieczeniowego. Na liście klientów znajdują się wiodące firmy ubezpieczeniowe świata takie jak: ING, AXA, Allianz, Prudential. Sapiens posiada oddziały w Stanach Zjednoczonych, Kanadzie, Japonii Izraelu. W 2009 roku grupa wypracowała 45,7 mln USD przychodów ze sprzedaży, natomiast zysk operacyjny oraz netto wyniósł odpowiednio 5,3 mln USD i 4,2 mln USD.
Nie istnieją powiązania pomiędzy Asseco i osobami zarządzającymi lub nadzorującymi Asseco, a zbywającymi Akcje i osobami zarządzającymi grupą Formula Systems.
Umowa została uznana za umowę nabycia znaczących aktywów, gdyż wartość aktywów przekracza 10% kapitałów własnych Asseco.
Zakup Akcji zostanie sfinansowany ze środków własnych oraz kredytu bankowego.
Podstawa prawna:
Zgodnie z § 5 ust. 1 pkt 1 Rozporządzenia Ministra Finansów z dnia 19 lutego 2009 r. w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim (Dz. U. 2009, nr 33, poz. 259)
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Rzeszów, 31 August 2010
The Management Board of Asseco Poland SA ("Asseco") informs that the Extraordinary General Meeting of Shareholders of Asseco Poland SA that was held in Warsaw on 31 August 2010 appointed Mr. Artur Kucharski to the position of Member of the Supervisory Board of Asseco Poland SA. The above-mentioned Member of the Supervisory Board is appointed to serve during the five-year joint term of office which began on 4 January 2007.
In 1995 Artur Kucharski graduated from the University of Central London and from Warsaw University of Technology with a Master of Science degree. Currently, he is completing an Executive MBA program at the Business School of Warsaw University of Technology. From 1995 to 2002 he worked for PricewaterhouseCoopers Sp. z o.o. as Assistant and later as Manager at the Financial Statements Auditing Department. Since 2002 he has worked for PwC Polska Sp. z o.o. as Senior Manager and afterwards as Director at the Consulting Department. In 1999 he obtained a title from the Association of Chartered Certified Accountants (ACCA). Since April 2010 he has acted as Vice Chairman of the Supervisory Board of Kopex SA.
Mr. Artur Kucharski does not conduct any business activities competitive to Asseco Poland SA and is not engaged as partner in any competitive partnership nor as member of the governing body in any competitive company or other legal entity.
Mr. Artur Kucharski is not listed in the Register of Insolvent Debtors as maintained under the Law on the National Court Register.
Legal basis:
Article 5 section 1 item 22 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 31 August 2010
The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Extraordinary General Meeting of Shareholders of Asseco that was held in Warsaw on 31 August 2010.
Legal basis:
Article 38 section 1 item 7 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 31 August 2010
The Management Board of Asseco Poland SA ("Company") informs that on 31 August 2010 the Company agreed upon and signed the plan of merger with Alatus Sp. z o.o. seated in Warsaw ("Alatus") (the "Merger Plan").
The Merger shall be effected pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code (merger by take-over), this is by transferring all the assets of Alatus (being the Acquired Company) to Asseco Poland (acting as the Taking-over Company) (the "Merger"). Following the merger, the company of Alatus shall be dissolved without liquidation.
At present the share capital of Alatus amounts to PLN 1,520,000 and is divided into 1,520 shares with a par value of PLN 1,000 each. Asseco Poland SA is the sole shareholder in Alatus.
Because the Taking-over Company Asseco Poland holds all the shares in the Acquired Company Alatus, thereby being the sole shareholder in Alatus, the Merger shall be executed according to article 515 § 1 of the Polish Commercial Companies Code, this is without increasing the share capital of the Taking-over Company. Hence, the Company's Articles of Association will not be amended in connection with the Merger.
Along with this current report the Company discloses in public the Merger Plan prepared in compliance with article 499 § 1 of the Polish Commercial Companies Code, inclusive of the enclosed documents as referred to in article 499 § 2 of the PCCC.
The planned amalgamation is a part of the Asseco Poland policy that assumes streamlining and simplification of the Group's legal and organizational structure.
Legal basis:
Article 5 section 1 item 13 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 18 August 2010
I. The Management Board of Asseco Poland SA ("Company") informs that on 17 August 2010 the Company was notified by Pioneer Pekao Investment Management SA ("PPIM") about a reduction of shareholding in Asseco Poland SA to the level of 4.96% of the total number of votes at the General Meeting of Shareholders of Asseco Poland. These shares are held in the investment portfolios managed by PPIM as part of their financial instruments portfolio management services.
Referring to all clients of Pioneer Pekao Investment Management SA
Type of transaction: sale of Asseco Poland SA shares
Date of transaction: 10 August 2010
Shareholding before the transaction
Number of shares held 3,934,336
Equity interest 5.07%
Number of votes held 3,934,336
Voting interest 5.07%
Shareholding after the transaction
Number of shares held 3,845,194
Equity interest 4.96%
Number of votes held 3,845,194
Voting interest 4.96%
The disclosed number of votes at the General Meeting of Shareholders is held jointly by all the clients of Pioneer Pekao Investment Management SA (as part of their investment portfolios managed by PPIM).
II. Furthermore, the Management Board of Asseco Poland SA ("Company") informs that on 17 August 2010 the Company was notified by Pioneer Pekao Investment Management SA ("PPIM"), under execution of the agreement for investment fund portfolio management services that was concluded by PPIM and Pioneer Pekao TFI SA (Investment Funds Company), and on behalf of:
1. Pioneer Open-End Investment Fund,
2. Specialized Open-End Investment Fund of Telekomunikacja Polska,
3. Pioneer Specialized Variable Allocation Open-End Investment Fund,
4. Pioneer Specialized Variable Allocation Open-End Investment Fund 2, and
5. Pioneer Specialized Variable Allocation Open-End Investment Fund 3,
about a reduction in those investment funds shareholding in Asseco Poland SA to the level of 4.90% of the total number of votes at the General Meeting of Shareholders of Asseco Poland. These shares are held in the investment portfolios of those funds which are managed by PPIM as part of their fund investment portfolio management services.
Referring to investment funds established by Pioneer Pekao TFI SA (Investment Funds Company)
Type of transaction: sale of Asseco Poland SA shares
Date of transaction: 10 August 2010
Shareholding before the transaction
Number of shares held 3,890,362
Equity interest 5.02%
Number of votes held 3,890,362
Voting interest 5.02%
Shareholding after the transaction
Number of shares held 3,801,080
Equity interest 4.90%
Number of votes held 3,801,080
Voting interest 4.90%
The disclosed number of votes at the Company's General Meeting of Shareholders is held jointly by the above-mentioned investment funds. The investment fund portfolios constitute a subgroup of all the PPIM client portfolios.
Legal basis:
Article 70 sec. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 12 August 2010
The Management Board of Asseco Poland SA ("Asseco") informs that on 11 August 2010 the Company received an agreement concluded on 6 August 2010 by our subsidiary company Asseco South Western Europe SA ("ASWE"), in which Asseco holds 100% of shares and votes at the general meeting of shareholders, whereby ASWE acquired shares in the following companies of the Necomplus Group:
1) 65% of shares and votes at the general meeting of shareholders of Necomplus, S.L., seated in Alicante, Spain;
2) 65% of shares and votes at the general meeting of shareholders of Necomplus Mantenimiento, S.L., seated in Alicante, Spain;
3) 65% of shares and votes at the general meeting of shareholders of Grupo Drie, S.L., seated in Alicante, Spain;
4) 65% of shares and votes at the general meeting of shareholders of Necomplus Portugal, Assistência a Equipamentos Informáticos, Unipessoal, Lda., seated in Cascais, Portugal ("Necomplus Portugal").
Additionally, the company of Necomplus, S.L. holds 33.33% of shares and votes at the general meeting of shareholders of NCP Informática, S.L., seated in Andorra.
The shares were purchased from natural persons.
The total cost of acquisition of shares in all the above-mentioned companies will not exceed EUR 8,287,500 (in words: eight million two hundred and eighty-seven thousand and five hundred euros).
Payment for the transaction shall be effected in three portions. The first instalment of EUR 4,715,625 shall be paid on the agreement execution date. The second instalment of EUR 1,500,000 shall be paid after the sellers deliver documents confirming that the Portuguese court has registered the transfer of ownership of shares in Necomplus Portugal to the buyer. Whereas, the third instalment in the amount not higher than EUR 2,071,875 shall be paid within 15 days of receiving the audited financial results of the above-mentioned companies for the year 2010 which are due on 31 May 2011 at the latest. The final amount of the third instalment will depend on the financial results achieved by the Necomplus Group for the year 2010.
The Necomplus Group employs 287 persons. The main areas of Group's business include installation and maintenance of POS terminals, development and implementation of relevant software as well as provision of services and software to support professional Call Centers. The Necomplus Group is one of the three leading players in the Spanish market for POS terminals. The Group's products and services are dedicated primarily to the banking and financial sector (88% of sales revenues) with the key clients including Sermepa (ServiRed), Ingenico, Caja Mediterrano, and Banco Sabadell.
In 2009 the Necomplus Group generated EUR 11.0 million in sales revenues. While operating profit and net profit amounted to EUR 1.6 million and EUR 1.2 million, respectively. Net profit for the year 2010 is forecast to reach EUR 1.7 million.
Acquisition of the Necomplus Group is a continuation of the Asseco Group strategy to build a strong regional company operating in the territories of Spain, Portugal, Italy, and France. The Necomplus Group competence within electronic payments will serve to expand the existing offering of the entire Asseco Group.
Neither Asseco nor any members of its management and supervisory staff have any connections with the sellers of shares in the Necomplus Group or with its management staff.
The acquisition of shares was financed with funds raised from the issuance of series I shares.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 26 July 2010
The Management Board of Asseco Poland SA ("Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Extraordinary General Meeting of Shareholders ("General Meeting") to be held on 31 August 2010 at 2:00 p.m. at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement of the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 38 section 1 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 26 July 2010
The Management Board of Asseco Poland SA ("Asseco") informs that on 16 July 2010 the Company received a letter of resignation from Mr. Jarosław Adamski resigning as Member of the Supervisory Board.
This resignation shall be effective from the date a new member of the Company's Supervisory Board is elected by the General Meeting of Shareholders.
Legal basis:
Article 5 section 1 item 21 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities (Journal of Laws of 2005 No. 209, item 1774)
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Rzeszów, 17 June 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 17 June 2010 it received Resolution no. 567/2010 of the Management Board of the Warsaw Stock Exchange ("WSE") whereby the Management Board of the WSE stated that, pursuant to § 19 sec. 1 and 2 of the WSE Rules and Regulations, 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) ordinary bearer shares of series I of Asseco Poland SA, with a par value of PLN 1 (one) each, shall be admitted to public trading on the WSE main market. Furthermore, pursuant to § 38 sec. 1 and 3 of the WSE Rules and Regulations, the Management Board of the WSE decided that 3,878,277 series I shares of Asseco Poland SA, with a par value of PLN 1 each, shall be introduced under normal procedure to public trading on the WSE main market as of 21 June 2010, provided until that date they are registered with the National Depository for Securities and designated with the code PLSOFTB00016.
Legal basis:
Art. 34 sec. 1 item 2 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities. (Journal of Laws of 2005 No. 209, item 1774)
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Rzeszów, 16 June 2010
The Management Board of Asseco Poland SA presents the enclosed information, as submitted by a member of the Company's Supervisory Board, on the sale of shares in Asseco Poland SA.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 10 June 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 10 June 2010 the District Court in Rzeszów, XII Commercial Department of the National Court Register, registered an increase of the Company's share capital in connection with issuance of 3,878,277 ordinary bearer shares of series I ("Series I Shares") by the amount of PLN 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven zlotys). Concurrently, the Court registered a reduction the Company's share capital by the amount of PLN 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven zlotys). The share capital was reduced by automatic cancellation of 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) treasury shares that the Company acquired by universal succession on 1 April 2008 as a result of the merger with Prokom Software SA ("Treasury Shares"). The Treasury Shares were cancelled automatically pursuant to § 9 sec. 6 of the Company's Articles of Association as the Management Board adopted a resolution on increasing the Company's share capital within the authorized capital.
With regard to the above:
(i) following the registration the Company's share capital has remained unchanged and amounts to PLN 77,565,530;
(ii) following the registration the total number of votes, resulting from all shares issued by the Company, equals 77,565,530;
(iii) as a result of the automatic cancellation of 3,878,277 Treasury Shares, at present the Company holds 5,433,174 Treasury Shares representing 7.01% of its share capital.
Concurrently, the District Court registered amendments of the Company's Articles of Association about which the Company informed in its current report no. 31/2010 of 21 May 2010. Therefore, the resolution on approving the consolidated text of the Company's Articles of Association adopted by the Supervisory Board on 25 May 2010, about which the Company informed in its current report no. 35/2010 of 26 May 2010, became effective.
Legal basis:
Art. 5 sec. 1 item 9 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities. (Journal of Laws of 2005 No. 209, item 1774)
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Rzeszów, 2 June 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 2 June 2010 the Company was notified by PZU General Pension Fund Society acting on behalf of PZU Złota Jesień Open-End Pension Fund (the "Fund") that, as a result of an acquisition of shares in Asseco Poland SA made on 19 May 2010 and following the conversion of share allotment certificates into shares, the Fund will exceed a 5 percent voting interest at the Company's General Meeting of Shareholders.
Numbers of shares and votes held by the Fund before and after concluding the above-mentioned transaction are presented below:
Before the acquisition:
- number of shares and share allotment certificates held – 4,030,602
- equity interest – 4.95%
- number of votes and share allotment certificates held – 4,030,602
- voting interest – 4.95%
After the acquisition:
- number of shares and share allotment certificates held – 4,281,040
- equity interest – 5.26%
- number of votes and share allotment certificates held – 4,281,040
- voting interest – 5.26%
Legal basis:
Article 70 sec. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 26 May 2010
The Management Board of Asseco Poland SA informs that on 25 May 2010 the Supervisory Board of Asseco Poland SA passed Resolution no. 1 on choosing a certified auditor in order to carry out audits of financial statements of the Company and its capital group in the financial year 2010, which shall include a review of the semi-annual separate financial statements of Asseco Poland SA and the semi annual consolidated financial statements of the Asseco Poland Group for the first half of 2010, as well as an audit of the annual separate financial statements of Asseco Poland SA and the annual consolidated financial statements of the Asseco Poland Group for the year 2010.
The Supervisory Board chose Ernst & Young Audit Sp. z o.o. seated at Rondo ONZ 1, Warsaw, entered in the register of entrepreneurs of the National Court Register maintained by the District Court of the Capital City of Warsaw, XIX Commercial Department of the National Court Register, under the number KRS 6468. This firm is included in the list of entities authorized to audit financial statements under the number 130. Ernst & Young Audit is one of the leading auditing and consulting companies in the world.
Asseco Poland SA has already used services of Ernst & Young Audit Sp. z o.o. for preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland SA and Softbank SA, for preparation and audit of the pro forma consolidated financial statements of the merged companies of Asseco Poland SA and Prokom Software SA and of the merged companies of Asseco Poland SA and ABG SA, as well as for preparation and audit of the separate financial statements of Asseco Poland SA and the consolidated financial statements of the Asseco Poland Group for the years 2007, 2008, and 2009.
The entity authorized to audit financial statements has been chosen in accordance with the applicable regulations and professional standards.
Legal basis:
Article 5 section 1 item 19 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 26 May 2010
The Management Board of Asseco Poland SA (the "Company") informs that today the Company has received a resolution of the Management Board of the Warsaw Stock Exchange (the "WSE") on introduction of the allotment certificates for the Company's ordinary bearer shares of series I to public trading on the WSE main market. In its resolution the WSE Management Board decided that 3,878,277 allotment certificates for ordinary bearer shares of series I shall be introduced to public trading on the WSE main market, under normal procedure and as of 28 May 2010. The share allotment certificates will be quoted in the continuous trading system under the name "ASSECOPOL-PDA" and with the ticker symbol "ACPA".
Legal basis:
Article 34 section 1 item 3 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 26 May 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 25 May 2010 the Company's Supervisory Board passed a resolution on approving the consolidated text of the Company's Articles of Association.
This resolution shall come into effect on the date when the District Court, XII Commercial Department of the National Court Register, makes registration of the Management Board's Resolution no. 1 of 6 January 2010 on increasing the Company's share capital within the authorized capital (as later amended); Resolution no. 1 of 20 May 2010 on submitting, pursuant to art. 310 § 2 and 4 and in connection with art. 431 § 7 of the Polish Commercial Companies Code, a statement for determination of the exact amount of share capital acquired under the share capital increase conducted through the issuance of series I shares; and Resolution no. 2 of 20 May 2010 on reduction the Company's share capital by automatic cancellation of the treasury shares.
The consolidated text of the Articles of Association is attached to this current report.
Articles of Association of Asseco Poland SA
Legal basis:
Article 38 section 1 item 2 b) of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 25 May 2010
The Management Board of Asseco Poland SA informs that on 24 May 2010 it was notified by the wife of a member of the Supervisory Board about an acquisition of 987 series I shares of Asseco Poland SA at the unit price of PLN 54 per share. The transaction was conducted by the exercise of pre-emptive rights on 17 May 2010.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 25 May 2010
The Management Board of Asseco Poland SA informs that on 24 May 2010 it was notified by member of the Supervisory Board about an acquisition of 875 series I shares of Asseco Poland SA at the unit price of PLN 54 per share. The transaction was conducted by the exercise of pre-emptive rights on 17 May 2010.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 22 May 2010
The Management Board of Asseco Poland SA informs that on 21 May 2010 it was notified by Vice President of the Management Board about an acquisition of 967 series I shares of Asseco Poland SA at the unit price of PLN 54 per share. The transaction was conducted by the exercise of pre-emptive rights on 17 May 2010.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 21 May 2010
The Management Board of Asseco Poland SA ("Company") informs that on 20 May 2010 it adopted a resolution on reduction the Company's share capital by the amount of PLN 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven zlotys). The share capital shall be reduced by automatic cancellation/retirement of 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) treasury shares that were acquired by the Company by universal succession as a result of the merger with Prokom Software SA (the "Treasury Shares"). The Treasury Shares are cancelled pursuant to § 9 sec. 6 of the Company's Articles of Association, in connection with the Management Board resolution of 6 January 2010 on increasing the Company's share capital within the authorized capital (as later amended) (the "Resolution on the Share Capital Increase") about which the Company informed in its current report no. 02/2010 of 7 January 2010. The cancelled Treasury Shares represent 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) votes at the Company's General Meeting of Shareholders. The cancellation was effected upon consent of the shareholder (i.e. the Company) given by resolution no. 9 of the Extraordinary General Meeting of Shareholders of 14 August 2008 (disclosed in the current report no. 74/2008 of 14 August 2008). Because the cancellation concerns the Company's Treasury Shares, it is carried out without payment of any consideration. The reduction of the Company's share capital is accompanied by a simultaneous increase of the share capital following the Resolution on the Share Capital Increase, through the issuance of 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) ordinary bearer shares of series I. As a consequence the amount of the Company's shall remain unchanged.
Concurrently, the Management Board passed a resolution on amendment of the Company's Articles of Association whereby § 6 sections 1 – 3 with the existing reading presented below:
"§ 6 Share Capital
1. The Company's share capital amounts to PLN 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty zlotys).
2. The Company's share capital is divided into 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with the consecutive alphabet letters as follows:
(1) 25,174,713 shares of series A,
(2) 3,210,000 shares of series B,
(3) 17,735,815 shares of series C,
(4) 30,276 shares of series R,
(5) 295,000 shares of series D,
(6) 4,644,580 shares of series E,
(7) 19,846,081 shares of series F,
(8) 356,515 shares of series G,
(9) 6,272,550 shares of series H."
shall be replaced by the following:
"§ 6 Share Capital
1. The Company's share capital amounts to PLN 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty zlotys).
2. The Company's share capital is divided into 77,565,530 (seventy-seven million five hundred and sixty-five thousand five hundred and thirty) shares with a par value of PLN 1 (one zloty) each.
3. The Company's shares are divided into series denoted with the consecutive alphabet letters as follows:
(1) 21,296,436 shares of series A,
(2) 3,210,000 shares of series B,
(3) 17,735,815 shares of series C,
(4) 30,276 shares of series R,
(5) 295,000 shares of series D,
(6) 4,644,580 shares of series E,
(7) 19,846,081 shares of series F,
(8) 356,515 shares of series G,
(9) 6,272,550 shares of series H,
(10) 3,878,277 shares of series I."
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 20 May 2010
The Management Board of Asseco Poland SA ("Company") informs that on 20 May 2010 the Company agreed upon and signed the plan of merger with Asseco Systems SA seated in Warsaw ("Asseco Systems") (the "Merger Plan").
The Merger shall be effected pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code (merger by take-over), this is by transferring all the assets of Asseco Systems (being the Acquired Company) to Asseco Poland (acting as the Taking-over Company) (the "Merger"). Following the merger, the company of Asseco Systems shall be dissolved without liquidation.
At present the share capital of Asseco Systems amounts to PLN 107,326,656 and is divided into 107,326,656 shares with a par value of PLN 1 each. Asseco Systems is a wholly-owned subsidiary of Asseco Poland.
Because the Taking-over Company Asseco Poland holds all the shares in the Acquired Company Asseco Systems, thereby being the sole shareholder in Asseco Systems, the Merger shall be executed according to article 515 § 1 of the Polish Commercial Companies Code, this is without increasing the share capital of the Taking-over Company. Hence, the Company's Articles of Association will not be amended in connection with the Merger.
Along with this current report the Company discloses in public the Merger Plan prepared in compliance with article 499 § 1 of the Polish Commercial Companies Code, inclusive of the enclosed documents as referred to in article 499 § 2 of the PCCC.
The planned amalgamation is a part of the Asseco Poland policy that assumes streamlining and simplification of the Group's legal and organizational structure. The objective of the Merger is to enhance the potential of the merging Companies and to improve their ability to effectively compete in the local and European markets. It will also contribute significantly to stronger financial stability of business operations and, in a longer run, to the creation of higher value for shareholders of our Company.
Legal basis:
Article 5 section 1 item 13 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 19 May 2010
The Management Board of Asseco Poland SA ("Company") informs that on 18 May 2010 the Company received a notification from Operating Department of the National Depository for Securities ("NDS") according to which today (i.e. on 19 May 2010) the NDS shall register 3,878,277 series I shares allotment certificates. This notification was issued following the resolution of the NDS Management Board of 22 April 2010 about which the Company informed in its current report no. 21/2010 of 23 April 2010.
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 17 May 2010
The Management Board of Asseco Poland SA ("Company") informs in public that today were allocated 3,878,277 ordinary bearer shares of series I ("Series I Shares") subscribed under the share issuance with pre-emptive rights conducted through a public offering on the basis of Resolution no. 1 on increasing the Company's share capital within the authorized capital, which was passed by the Management Board on 6 January 2010 and subsequently amended by the Management Board Resolution no. 1 of 2 February 2010 and the Management Board Resolution no. 1 of 9 March 2010 (the "Resolution on the Share Capital Increase"). With regard to the above, the issuance of Series I Shares became effective.
Concurrently, the Company discloses in public the following information:
1. Opening date for subscriptions by the exercise of pre-emptive rights or by making an additional subscription: 23 April 2010; closing date for subscriptions by the exercise of pre emptive rights or by making an additional subscription: 5 May 2010.
2. Date of allocation of shares: 17 May 2010.
3. Number of shares offered for subscription: 3,878,277 Series I Shares.
4. Number of shares subscribed for under the subscription:
a) by the exercise of pre-emptive rights: 3,295,475 Series I Shares;
b) by making an additional subscription: 2,812,954 Series I Shares.
5. Rates of reduction in individual tranches of shares in the event where, even in one tranche of shares, the number of shares allocated was lower than the number of shares subscribed:
a) the allocation rate for subscriptions made by the exercise of pre-emptive rights was 100.00%, which means investors were allocated all the shares they subscribed;
b) the average allocation rate for additional subscriptions was 20.72%; hence the reduction rate for additional subscriptions was 79.28%.
6. Number of shares allocated under the subscription: 3,878,277 Series I Shares.
7. Issue price at which the shares were acquired: PLN 54.00.
8. Number of persons who subscribed shares and the number of persons who were actually allocated shares under the subscription:
a) the total number of 2,885 subscriptions for Series I Shares were placed by the exercise of pre emptive rights. Because each investor was able to make several subscriptions, the Company does not know how many investors actually placed subscriptions by the exercise of pre-emptive rights.
b) the total number of 242 subscriptions for Series I Shares were placed by making an additional subscription. Because each investor was able to make several subscriptions, the Company does not know how many investors actually made additional subscriptions.
9. Names of underwriters who acquired shares following the execution of underwriting agreements, inclusive of the number of shares acquired and the actual per-share price paid (i.e. the issue or sale price less the premium for acquisition of shares as a result of the execution of an underwriting agreement): no shares were acquired by underwriters.
10. Total value of the conducted subscription (corresponding to the product of multiplying the number of shares offered for subscription and the issue price per share): PLN 209,426,958.00 (two hundred and nine million, four hundred and twenty-six thousand, nine hundred and fifty-eight zlotys).
11. As at 17 May 2010, the estimated costs of the issuance of Series I Shares amounted to PLN 4,919,554 (gross), and they included:
a) Preparation and conduct of the offering: PLN 3,287,385
c) Preparation of the issuance prospectus: PLN 1,582,169
d) Promotion of the offering: PLN 50,000
The Company will prepare and disclose in public a current report concerning the final costs of the issuance of Series I Shares, once it has received and accepted all invoices from the parties that were engaged in the preparation and conduct of the issuance of Series I Shares.
Accounting treatment of the issuance-related costs and their disclosure in the financial statements:
The estimated costs of the issuance of Series I Shares, as determined in the issuance prospectus in chapter Utilization of Proceeds from the Issuance, will be accounted for by decreasing the share premium recognized on the issuance of shares. These costs will be disclosed in the financial statements in reserve capital.
Given the amount of the issuance-related costs as at 17 May 2010, the average cost of conducting the issuance of Series I Shares attributable to one Series I Share subscribed amounted to PLN 1.27.
Legal basis:
§ 33 sec. 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 14 maja 2010 r.
Zarząd Asseco Poland SA („Spółka”) informuje, że w dniu 13 maja 2010 r. wpłynęło do Spółki zawiadomienie od Pioneer Pekao Investment Management SA (PPIM) dotycząca spadku zaangażowania Pioneer Funduszu Inwestycyjnego Otwartego do poziomu 4,97% całkowitej liczby głosów na Walnym Zgromadzeniu spółki Asseco Poland S.A w zakresie instrumentów finansowych wchodzących w skład portfeli zarządzanych w ramach wykonywania przez PPIM usługi zarządzania portfelem maklerskich instrumentów finansowych.
Dotyczy Pioneer Funduszu Inwestycyjnego Otwartego
Rodzaj zdarzenia: sprzedaż akcji Asseco Poland SA
Data zdarzenia: 5 maja 2010 r.
Stan posiadania przed zmianą udziału
Liczba posiadanych akcji 3.896.807
Udział procentowy w kapitale zakładowym Spółki 5,02%
Liczba głosów z posiadanych akcji 3.896.807
Udział procentowy w liczbie głosów na WZ 5,02%
Stan posiadania po zmianie udziału
Liczba posiadanych akcji 3.856.807
Udział procentowy w kapitale zakładowym Spółki 4,97%
Liczba głosów z posiadanych akcji 3.856.807
Udział procentowy w liczbie głosów na WZ 4,97%
Akcjonariuszem posiadającym wskazaną w tabeli liczbę głosów na WZ jest Pioneer Fundusz Inwestycyjny Otwarty. Portfel funduszu stanowi podgrupę wszystkich portfeli Klientów PPIM.
Podstawa prawna:
Zgodnie z § 70 ust. 1 Ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych (Dz. U. 2005, nr 184, poz. 1539)
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Rzeszów, 30 April 2010
The Management Board of Asseco Poland SA presents the enclosed information, as submitted by a member of the Company's Management Board, on the sale of pre-emptive rights to shares of Asseco Poland SA.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 29 April 2010
The Management Board of Asseco Poland SA ("Company") informs that on 29 April 2010 the Financial Supervision Authority approved addendum no. 2 ("Addendum No. 2") to the Company's issuance prospectus that was prepared in connection with the public offering of 3,878,277 ordinary bearer shares of series I, and the subsequent application for admission and introduction of those shares to public trading on the regulated market ("Prospectus"). Addendum No. 2 is included as an enclosure to this current report. Concurrently, Addendum No. 2 has been disclosed to the public in the same way as the Prospectus and it is available on the Company's website (www.asseco.pl) in the Investor Relations section as well as on the Warsaw Stock Exchange website (www.gpw.pl).
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
Rzeszów, 29 April 2010
The Management Board of Asseco Poland SA discloses in public the list of shareholders who exercised at least 5% of the total votes at the Company's Ordinary General Meeting of Shareholders which was held in Warsaw on 26 April 2010.
Shareholder | Number of votes | % of total number of votes | Voting interest at the GSM |
Adam Góral | 8 083 000 | 10.42% | 24.31% |
Pioneer FIO Subfundusz Pioneer Zrównoważony | 2 078 276 | 2.68% | 6.25% |
ING OFE | 3 980 155 | 5.13% | 11.97% |
AVIVA OFE AVIVA BZ WBK | 7 450 934 | 9.61% | 22.41% |
OFE PZU Złota Jesień | 2 900 000 | 3.74% | 8.72% |
Amplico OFE | 2 000 000 | 2.58% | 6.02% |
Legal basis:
Article 70 section 3 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 28 April 2010
The Management Board of Asseco Poland SA presents the enclosed information, as submitted by a member of the Company's Supervisory Board, on sale of pre-emptive rights to shares of Asseco Poland SA.
Legal basis:
Article 160 section 4 of the Law on trading in financial instruments (Journal of Laws of 2005 No. 183, item 1538)
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Rzeszów, 27 April 2010
The Management Board of Asseco Poland SA with the seat in Rzeszów ("Asseco") discloses in public the resolutions passed by the Ordinary General Meeting of Shareholders of Asseco that was held on 26 April 2010 in Warsaw.
Legal basis:
Article 38 section 1 item 7 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 23 April 2010
The Management Board of Asseco Poland SA ("Company") informs that the Management Board of the National Depository for Securities ("NDS"), by its resolution no. 226/10 of 22 April 2010, decided to make a conditional registration in the securities depository maintained by the NDS of up to 3,878,277 rights to ordinary bearer shares of series I ("allotment certificates"), and to designate these allotment certificates with the securities identifying number PLSOFTB00123. Conditional registration of the allotment certificates was made subject to the effective issuance and subsequent allocation of Series I Shares. The allotment certificates shall be registered within 3 days after the Company files with the NDS a set of documents confirming the Series I Shares have been issued and allocated.
Concurrently, the NDS Management Board decided to make a conditional registration in the securities depository maintained by the NDS of up to 3,878,277 ordinary bearer shares of series I with a par value of PLN 1 each ("Series I Shares"), and to designate these shares with the securities identifying number PLSOFTB00016, provided an increase of the Company’s share capital resulting from the issuance of Series I Shares is entered in the register of entrepreneurs as well as on condition the Warsaw Stock Exchange ("WSE") decides to introduce these shares to public trading on the same market to which the Company's remaining shares designated with the code PLSOFTB00016 have been introduced.
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 22 April 2010
The Management Board of Asseco Poland SA seated in Rzeszów (the "Company") informs that on 22 April 2010 the Company received a notification from the Warsaw Stock Exchange ("WSE"), dated 22 April 2010, in which the WSE provided information on listing of individual pre-emptive rights to the Company's ordinary bearer shares of series I, with a par value of PLN 1 (one zloty) each ("Series I Shares"):
1) short name – ASSECOPOL-PP
2) ticker symbol – ACPP
3) identifying number – PLSOFTB00107
4) number of pre-emptive rights – 77,565,530
5) pre-emptive right day – 4 February 2010
6) the first day of listing – 23 April 2010
7) the last day of listing – 29 April 2010
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 22 April 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 21 April 2010 the Financial Supervision Authority approved addendum no. 1 ("Addendum No. 1") to the Company's issuance prospectus that was prepared in connection with the public offering of 3,878,277 ordinary bearer shares of series I, and the subsequent application for admission and introduction of those shares to public trading on the regulated market (the "Prospectus"). Addendum No. 1 is included as an enclosure to this current report. Concurrently, Addendum No. 1 has been disclosed to the public
in the same way as the Prospectus and it is available on the Company's website (www.asseco.pl) in the Investor Relations section as well as on the Warsaw Stock Exchange website (www.gpw.pl).
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 20 April 2010
The Management Board of Asseco Poland SA informs about changing the date of publication of the consolidated quarterly report for the 1st quarter of 2010 that was supposed to be published on 14 May 2010 as announced in the Company's current report no. 4/2010 of 18 January 2010.
Hence, the consolidated quarterly report for the 1st quarter of 2010 shall be submitted to the public on 17 May 2010.
The publication deadline has been modified in connection with the schedule of the Company's public offering of series I shares.
Legal basis:
Article 103 section 2 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 19 April 2010
In accordance with the issuance prospectus of Asseco Poland SA (the "Company") that was prepared in connection with the Company's public offering of 3,878,277 shares of series I ("Series I Shares") and subsequently approved by the Polish Financial Supervision Authority on 12 April 2010, as well as pursuant to art. 54 sec. 3 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies, the Management Board informs that on 19 April 2010 it determined the issue price of Company's Series I Shares at PLN 54 (in words: fifty-four zlotys) per 1 (one) Series I Share. Concurrently, the Management Board overruled its earlier resolution no. 2 of 11 January 2010 on determination of the minimum issue price of Series I Shares.
When determining the issue price, the Management Board took into account a considerably prolonged (for objective reasons) time of the issuance preparation as well as the current market price of the Company's shares.
Legal basis:
Art. 54 sec. 3 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies
Rzeszów, 15 April 2010
The Management Board of Asseco Poland SA (the "Company") informs on 15 April 2010 the Company was notified by Pioneer Pekao Investment Management SA about an increase in their shareholding in Asseco Poland SA to the level of 5.56% of the total number of votes at the Company's General Meeting of Shareholders. The shares are held in the portfolio of Pioneer Open-End Investment Fund ("Pioneer FIO") which has been established by Pioneer Pekao Investment Funds Company ("Pioneer Pekao IFC").
The above-mentioned change in shareholding resulted solely from the transformation of the open-end investment funds, which had been established by Pioneer Pekao IFC, into the subfunds of Pioneer FIO in the following way:
1. Pioneer Open-End Money Market Investment Fund was transformed into Pioneer Money Market subfund of Pioneer FIO;
2. Pioneer Open-End Bonds Investment Fund was transformed into Pioneer Bonds subfund of Pioneer FIO;
3. Pioneer Open-End Bonds Plus Investment Fund was transformed into Pioneer Bonds Plus subfund of Pioneer FIO;
4. Pioneer Open-End Stable Growth Investment Fund was transformed into Pioneer Stable Growth subfund of Pioneer FIO;
5. Pioneer Open-End Balanced Investment Fund was transformed into Pioneer Balanced subfund of Pioneer FIO;
6. Pioneer Open-End Active Allocation Investment Fund was transformed into Pioneer Active Allocation subfund of Pioneer FIO;
7. Pioneer Open-End Polish Equity Investment Fund was transformed into Pioneer Polish Equity subfund of Pioneer FIO;
8. Pioneer Open-End Polish SMEs Investment Fund was transformed into Pioneer Polish SMEs subfund of Pioneer FIO.
The said transformation was conducted on 9 April 2010 and as of that date Pioneer FIO assumed all the rights and obligations of the transformed funds.
Following that change the portfolio of Pioneer Open-End Investment Fund included in total 4,314,666 shares representing 5.56% of the share capital of Asseco Poland SA. These shares entitled to 4,314,666 votes or 5.56% voting interest at the Company's General Meeting of Shareholders.
Before that change the portfolio of Pioneer FIO included in total 62,809 shares representing 0.08% of the share capital of Asseco Poland SA. Hence, these shares entitled to 62,809 votes or 0.08% voting interest at the Company's General Meeting of Shareholders.
Legal basis:
Article 70 sec. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 14 April 2010
The Management Board of Asseco Poland SA (the "Company") informs that today the Company has received a decision of the Polish Financial Supervision Authority, dated 12 April 2010, on approval of the Company's issuance prospectus prepared in the form of a set of documents, comprising the summary document, offering document as well as the registration document.
Concurrently, the Management Board informs that the issuance prospectus, including the offering schedule, is going to be published by the Company on 19 April 2010. It is an intention of the Management Board to determine the issue price of Series I shares and to disclose it to the public on the date of publication of the issuance prospectus.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 14 April 2010
The Management Board of Asseco Poland SA (the "Company") informs that today the Company has received a decision of the Polish Financial Supervision Authority, dated 12 April 2010, on approval of the Company's issuance prospectus prepared in the form of a set of documents, comprising the summary document, offering document as well as the registration document.
Concurrently, the Management Board informs that the issuance prospectus, including the offering schedule, is going to be published by the Company on 19 April 2010. It is an intention of the Management Board to determine the issue price of Series I shares and to disclose it to the public on the date of publication of the issuance prospectus.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 14 April 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 13 April 2010 the Management Board of the National Depository for Securities (the "NDS") passed a resolution amending its earlier resolution of 2 February 2010 on registration of the Company's pre-emptive rights about which the Company informed in its current report no. 6/2010 of 2 February 2010.
Under the amendment resolution, the NDS Management Board decided (i) to register in the National Depository for Securities, with effect as of 4 February 2010, 77,565,530 individual pre-emptive rights to Asseco Poland ordinary bearer shares of Series I, with a par value of PLN 1 each, being issued pursuant to the Company's Management Board resolution no. 1 of 6 January 2010 on increasing the Company's share capital within the authorized capital (as later amended); and (ii) to designate those individual pre-emptive rights with the securities identifying number (ISIN): PLSOFTB00107.
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 31 March 2010
The Management Board of Asseco Poland SA (the "Company"), acting on the basis of art. 399 § 1 of the Commercial Companies Code and with regard to § 38 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259), hereby convenes the Ordinary General Meeting of Shareholders (the "General Meeting") to be held on 26 April 2010 at 11:00 a.m. at the Marriott Hotel in Warsaw, 65/79 Jerozolimskie Av.
Enclosures:
Announcement on the convening of the General Meeting
Draft resolutions of the General Meeting
Legal basis:
Article 38 section 1 items 1-2 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 30 March 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 30 March 2010 the preliminary rental agreement with Polnord Warszawa Wilanów III Sp. z o.o seated in Warsaw (that was originally concluded on 28 February 2008 about which the Company informed in its current report no. 26/2008) was terminated upon mutual agreement by both parties, who waived any further claims thereunder.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 30 March 2010
The Management Board of Asseco Poland SA presents the enclosed list of all the information required under art. 56 sect. 1 of the Law on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies, which information was disclosed to public by Asseco Poland SA during the year 2009.
The full contents of such information are available on our website www.asseco.pl in the Investor Relations section.
Legal basis:
Article 65 sect. 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 22 March 2010
The Management Board of Asseco Poland SA ("Asseco") informs that on 22 March 2010 it submitted to the Supervisory Board a request to recommend that the General Meeting of Shareholders approves payment of a dividend for the year 2009 in the amount of PLN 1.47 (one zloty 47/100) per one share of Asseco. Hence, the total amount of net profit appropriated for dividend payment amounts to 100,333,497.60 (one hundred million three hundred and thirty-three thousand four hundred and ninety-seven zlotys 60/100).
Furthermore, the Management Board informs that in connection with its resolution of 6 January 2010 on increasing the Company's share capital within the authorized capital through issuance of up to 3,878,277 series I shares accompanied by simultaneous retirement/cancellation of the same number of treasury shares, about which the Company informed in its current reports No. 02/2010 and 08/2010, the amount of dividend per one Asseco share may change if the series I shares are recorded in securities accounts before the date when the dividend right is acquired (the dividend day) for the financial year 2009.
Legal basis:
Article 38 section 11 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 10 March 2010
With reference to the current report no. 2/2010 of 7 January 2010, the Management Board of Asseco Poland SA (the "Company") informs that on 9 March 2010 the Company’s Management Board passed a resolution amending its earlier resolution of 6 January 2010 on increasing the Company's share capital within the authorized capital. As a result of the adopted amendment of the Management Board’s resolution of 6 January 2010, the Company's share capital will be increased by the amount not higher than PLN 3,878,277.00 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven zlotys) through the issuance of up to 3,878,277 (three million eight hundred and seventy-eight thousand two hundred and seventy-seven) ordinary bearer shares of series I with a par value of PLN 1 (one zloty) each (hereinafter "Series I Shares").
As initially intended, Series I Shares shall be offered to the Company's existing shareholders in a closed subscription, as understood by art. 431 § 2 item 2 of the Polish Commercial Companies Code, conducted under a public offering in accordance with the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies. Pre-emptive rights to Series I Shares will be conferred upon the Company's existing shareholders; one pre-emptive right to Series I Shares per each share of the Company held at the end of the pre emptive right day. The pre-emptive right day of 4 February 2010 remained unchanged. In order to subscribe 1 (one) Series I Share, a shareholder needs to hold 20 (twenty) pre emptive rights to Series I Shares.
Concurrently, the Company is indicating again that its share capital will be raised by the amount corresponding to the number of subscribed Series I Shares. The Management Board will make a statement, in the form of notary deed, determining the exact amount of the share capital increase before applying for registration thereof in the register of entrepreneurs. Pursuant to § 9 sect. 6 of the Company's Articles of Association, when the Management Board adopts a resolution on increasing the Company's share capital within the authorized capital, such action shall result in an automatic retirement of a number of treasury shares corresponding to the number of subscribed Series I Shares. Therefore concurrently with submitting the above-mentioned statement the Management Board, acting on the basis of § 9 sect. 7 of the Company's Articles of Association, will adopt a resolution on decreasing the Company's share capital by an amount equal to the amount of the Company's share capital increase resulting from the issuance of Series I Shares.
Legal basis:
Article 56 section 1 item 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszow, 25 February 2010
In connection with received investor enquiries about the issuance of series I shares planned by Asseco Poland SA (the "Company"), the Management Board informs that the Company intends to continue work in order to conduct a public offering of shares with pre-emptive rights (the "Offering").
Concurrently, bearing in mind the approaching deadline for publication of the Company's annual financial statements, this is 19 March 2010, the Management Board considered it appropriate to conduct the Offering based on an issuance prospectus containing financial information for the whole financial year 2009. Therefore, immediately after publication of the said financial statements, the issuance prospectus supplemented with financial data for the year 2009 will be submitted by the Company for approval by the Polish Financial Supervision Authority ("PFSA"). As a consequence the Management Board expects the Offering to be carried out in the second quarter of this year, following the PFSA's approval of the supplemented issuance prospectus. Detailed information on the parameters and schedule of the Offering will be disclosed in public at the later time.
Furthermore, the Company informs that trading in the pre-emptive rights entered in investors' securities accounts on 4 February 2010 will not be possible till approval and publication of the issuance prospectus. Until that time the pre-emptive rights recorded in investors' securities accounts shall remain inactive.
Legal basis:
Article 56 section 1 item 2 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 4 February 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 3 February 2010 the Company concluded an agreement for acquisition of 67 shares (the "Shares") representing 3.35% of the share capital of IT Practice A/S with the seat in Copenhagen, Denmark. The Shares were acquired from IT Practice Holding Nr 2 ApS as a result of execution of the option agreement about which the Company informed in its current report no. 31/2009.
The acquisition price amounted to 2,417,098 Danish crowns and it shall be paid in two portions; the first payable upon signature of the agreement and the second payable after publication of the audited financial results of IT Practice for the year 2010.
Following execution of the said agreement, in aggregate with the Shares purchased on 7 August 2009, Asseco Poland holds a 55 percent equity interest in IT Practice A/S.
Legal basis:
Article 56 section 1 items 2 and 5 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 2 February 2010
The Management Board of Asseco Poland SA (the "Company") informs that the Board of the National Depository for Securities, by its resolution of 2 February 2010, decided to (i) register 68,254,080 unit pre-emptive rights (the "Unit Pre-emptive Rights") to Asseco Poland ordinary bearer shares of series I with a par value of PLN 1.00 each ("Series I Shares") being issued pursuant to the Company's Management Board resolution no. 1 of 6 January 2010 on increasing the Company's share capital within the authorized capital; and to (ii) designate those shares with the securities identifying number (ISIN): PLSOFTB00107, all with effect from 4 February 2010. In accordance with the resolution of the National Depository for Securities unless all the conditions for dematerialization of the Unit Pre-emptive Rights are satisfied on 4 February 2010, the Depository shall only perform registration actions in order to enable the exercise of the Company's shareholders pre emptive rights to acquire Series I Shares.
Legal basis:
Article 34 section 1 item 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 28 January 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 28 January 2010 it was notified by the Warsaw Stock Exchange ("WSE") that the last day of quoting the Company's shares inclusive of "pre-emptive rights" shall be 1 February 2010. Pursuant to Resolution No. 42/2007 of the WSE Board, dated 16 January 2007 as amended, as a result of such operation the Company's shares may be deleted from the WIG20 index on 1 February 2010 and subsequently reincluded in the index after the market close on 2 February 2010. According to the WSE announcement the above-mentioned operations will be effected on condition the reference price for the Company's shares on 2 February 2010 is substantially lower than the previous day's closing price. Information on the final decision of the WSE shall be communicated after the market close on 1 February 2010.
Rzeszów, 18 January 2010
The Management Board of Asseco Poland SA ("Asseco") informs that in 2010 Asseco will publish its financial reports on the following dates:
Annual reports for the year 2009
Non-Consolidated Annual Report - 19 March 2010
Consolidated Annual Report - 19 March 2010
Semi-annual report for the 1st half of 2010
Comprehensive Consolidated Semi-Annual Report - 27 August 2010
Quarterly reports
Consolidated Quarterly Report for the 1st quarter of 2010 - 14 May 2010
Consolidated Quarterly Report for the 3rd quarter of 2010 - 12 November 2010
In accordance with § 83 sect. 1 and 3 of the Regulation stated in the legal basis, the Company informs that the consolidated quarterly reports and consolidated semi-annual report shall also contain quarterly financial information and semi-annual condensed financial statements, respectively.
Pursuant to § 102 sect. 1 of the above Regulation, the Company will not publish any consolidated quarterly report for the 4th quarter of 2009; whereas, pursuant to § 101 sect. 2 of the Regulation, the Company will not publish any consolidated quarterly report for the 2nd quarter of 2010.
Legal basis:
Article 103 section 1 of the Regulation of the Minister of Finance regarding current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required by the laws of a non member state, dated 19 February 2009 (Journal of Laws of 2009 No. 33, item 259)
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Rzeszów, 11 January 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 11 January 2010 it passed Resolution No. 2 on the intention to determine the minimum issue price of Series I Shares. The issuance of those shares was adopted by the Company's Management Board on 6 January 2010 as notified in the current report no. 2/2010 of 7 January 2010.
Acting on the basis of articles 444 and 446 § 2 of the Law dated 15 September 2000 – the Polish Commercial Companies Code ("PCCC") in conjunction with § 7a sect. 5 of the Company's Articles of Association and § 1 sect. 7 of the Resolution adopted on 6 January 2010, as well as with regard to the Company's strong fundamental position, the Management Board hereby acknowledges its intention to set the minimum issue price of Series I Shares at the level not lower than PLN 60.00 (sixty zlotys) per 1 (one) Share of Series I.
Concurrently, the Management Board confirms that, in accordance with the provisions of § 1 sect. 7 of the Resolution adopted on 6 January 2010, the final issue price of Series I Shares shall determined by a separate resolution at a later time.
Legal basis:
Article 56 section 1 item 2 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 7 January 2010
The Management Board of Asseco Poland SA ("Asseco", the "Company") informs that on 6 January 2010, acting on the basis of art. 444 and 446 of the Polish Commercial Companies Code ("PCCC") and § 7a of the Company's Articles of Association, it passed a resolution to increase the Company's share capital within its authorized capital.
The Company's share capital will be increased by the amount not higher than PLN 3,412,704 (three million four hundred and twelve thousand seven hundred and four zlotys) through the issuance of up to 3,412,704 (three million four hundred and twelve thousand seven hundred and four) ordinary bearer shares of series I with a par value of PLN 1 (one zloty) each (hereinafter "Series I Shares").
The share capital shall be raised by the amount corresponding to the number of subscribed Series I Shares. The Management Board will make a statement, in the form of notary deed, determining the exact amount of the share capital increase before applying for registration thereof in the register of entrepreneurs. Pursuant to § 9 sect. 6 of the Company's Articles of Association, when the Management Board adopts a resolution on increasing the Company's share capital within the authorized capital, such action shall result in an automatic retirement of a number of treasury shares corresponding to the number of subscribed Series I Shares. Therefore concurrently with submitting the above-mentioned statement the Management Board, acting on the basis of § 9 sect. 7 of the Company's Articles of Association, will adopt a resolution on decreasing the Company's share capital by an amount equal to the amount of the Company's share capital increase resulting from the issuance of Series I Shares. Subject to registration by a competent Court, in effect of the issuance of Series I Shares and the related retirement of treasury shares, both the amount of the Company's share capital and the total number of shares outstanding shall remain unchanged.
Series I Shares shall be offered to the Company's existing shareholders in a closed subscription, as understood by art. 431 § 2 item 2 of the PCCC, under a public offering to be conducted in accordance with the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies.
Pre-emptive rights to Series I Shares will be conferred upon the Company's existing shareholders; one pre-emptive right to Series I Shares per each share of the Company held at the end of the pre emptive right day. 4 February 2010 has been established as the pre-emptive right day. In order to subscribe 1 (one) Series I Share a shareholder needs to hold 20 (twenty) pre emptive rights to Series I Shares.
Series I Shares shall be paid up in cash only. The issue price of Series I Shares shall be determined by a resolution of the Management Board at a later time. The Management Board intends to determine the issue price of Series I Shares before the pre-emptive right day.
In a separate resolution the Management Board shall also indicate the dates for opening and closing the subscription of Series I Shares. Existing shareholders of the Company will be entitled to exercise their subscription rights to Series I Shares within the deadline to be indicated in the offering document being a part of the Company's issuance prospectus prepared in connection with the public offering and the subsequent application for admission and introduction of Series I Shares to public trading on the Warsaw Stock Exchange.
Series I Shares shall carry dividend rights as of 1 January 2009; however, if the share capital increase resulting from the issuance of Series I Shares is registered after the date of holding the Ordinary General Meeting of Shareholders convened to decide on the distribution of net profit for the financial year 2009, then Series I Shares shall bear dividend rights beginning from 1 January 2010.
The Management Board is going to apply for admission and introduction of Series I Shares, pre-emptive rights to Series I Shares as well as Series I Shares allotment certificates to public trading on the regulated market of the Warsaw Stock Exchange.
The funds raised from the issuance of Series I Shares will be used by the Company to finance acquisitions of small and medium-sized IT companies operating mostly in West Europe.
Legal basis:
Article 56 section 1 item 1 of the Law of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2005 No. 184, item 1539)
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Rzeszów, 4 January 2010
The Management Board of Asseco Poland SA (the "Company") informs that on 4 January 2010 the registry court competent for the Company's seat, this is the District Court in Rzeszów, XII Commercial Department of the National Court Register, registered the Company's merger with the company of ABG SA seated at Al. Jerozolimskie 123A, 02-017 Warsaw, entered in the register of entrepreneurs maintained by the District Court of the Capital City of Warsaw, XII Commercial Department of the National Court Register, under the number 0000263110, VAT no. 679-000-66-19, with the share capital of PLN 37,355,564.00 ("ABG") (the "Merger").
The Merger was effected pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code (merger by take-over), this is by transferring all the assets of ABG (being the acquired company) to Asseco Poland (acting as the taking-over company). Following the merger, the company of ABG shall be dissolved without liquidation.
Because Asseco Poland held all the shares in ABG, the Merger was executed according to art. 515 § 1 of the Polish Commercial Companies Code, this is without increasing the share capital of the taking-over company.
This amalgamation is a part of the Asseco Poland policy that assumes streamlining and simplification of the Group's legal and organizational structure. The objective of the Merger is to enhance the potential of the merging Companies and to improve their ability to effectively compete in the local and European markets. It will also contribute significantly to stronger financial stability of business operations and, in a longer run, to the creation of higher value for shareholders of our Company.
Concurrently, the Company's Management Board informs that on the day when making the registration of the Merger, the District Court in Rzeszów, XII Commercial Department of the National Court Register also registered amendments of the Company's Articles of Association as adopted by a resolution of the Extraordinary General Meeting of Shareholders on 26 November 2009, about which the Company has already informed in its current reports no. 42/2009 and 45/2009.
Legal basis:
Article 20 of the Regulation of the Minister of Finance of 19 October 2005 on current and periodic information to be submitted by issuers of securities (Journal of Laws of 2005 No. 209, item 1774)
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