Public Offer of Shares

The initial equity capital of the Company formed on 1992-06-22 amounted to PLN 1,037,100 and was divided into 10,371 registered A series shares, with their value of PLN 100 each.
On 1994-04-23 the General Meeting of Shareholders, through the Resolution No. 9, gave preferences to the A series shares as to the voting right in such a way that each share had a power of 5 votes cast during the General Meeting.
On 1996-05-25 the General Meeting of Shareholders, through the Resolution No. 6, split the face value of a share in such a way that each share with the face value of 100 zlotys was split into 20 shares with their face value of 5 zlotys each. As a result of the split the number of the shares was increased from 10,371 to 207,420 shares.

On 1996-05-25.05 the General Meeting of Shareholders adopted a resolution on increasing the equity capital from the amount of 1,037,100 zlotys by an amount not lower than 1,000,000 zlotys and not exceeding PLN 3,111,300 by issuing 200,000 to 622,260 registered preference B series shares with their face value of 5 zlotys each. As a result of assuming the shares by the shareholders the equity capital was increased by the amount of 3.111,300 zlotys by issuing 622,260 shares. After increasing the equity capital it amounted to 4,148,400 zlotys and was divided into 829,680 A and B series shares with their face value of 5 zlotys each. The increase in the capital was registered on 1996-12-02.

On 1996-04-25, under the resolution No. 2, the Management Board of ZPC Wawel S.A. suggested to increase the equity capital by the third, public issue of thebearerC series shares excluding the rights issue of the previous shareholders.
On 1996-05-25 the General Meeting of Shareholders adopted the Resolution No. 8 on increasing the equity capital by public issue of 600,000 to 1,000,000 ordinary bearer C series shares with their face value of PLN 5 each. The Management Board, through the resolution dated 1997-06-10, decided that the issue price of a single share would be a fixed price, unified for all the tranches, however not lower than PLN 32.
The Company’s Management Board, through the Resolution No. 11 dated 1997-06-10, decided that the C series shares would be offered in public subscription in three tranches:

  • 100,000 C series shares in the Directed Tranche,
  • 300,000 C series shares in the Small Investors’ Tranche,
  • 600,000 C series shares in the Large Investors’ Tranche.

The issue prospectus regarding the public subscription of the C series shares was drawn up on 27th June 1997 in Warsaw as per the Company’s state as of 10th June 1997 and on the basis of the Issuer’s financial statements for the 12-month periods ending on 1994-12-31, 1995-12-31, 1996-12-31 and of the consolidated financial statements of the Capital Group. The Prospectus included also events occurring later, being significant for the Company’s activities, which took place by 7th October 1997.

The Securities and Exchange Commission, through the decision No. RF-411-67/97-125/97 dated 1997-09-24, expressed its approval to list the registered shares of the 1st issue of A series and the bearer shares of the 2nd issue of B series as well as of the 3rd issue of C series in the public stock exchange.

The Company’s Management Board determined finally the following dates of the public subscription of the C series shares:

  • subscription opening –1997-11-28 r.
  • subscription in the Directed Tranche from 1997-11-28 to 1997-12-02.
  • subscription in the Small Investors’ Tranche from 1997-12-01 to 1997-12-11.
  • subscription in the Large Investors’ Tranche from 1997-12-08 to 1997-12.11.
  • subscription closing –1997-12-18.

On 1997-11-24 the Company’s Management Board adopted the Resolution No. 18 on determining the price of the C series share to be PLN 32.
As a result of the public subscription of the C series shares of ZPC Wawel S.A. from 1997-11-28 to 1997-12-11 the subscriptions were submitted for 670,175 shares
On 1997-12-19 the Company’s Management Board submitted application documents to register and make an entry on increasing the equity capital by the amount of PLN 3,350,875.00 at the court of registration. After the completing the increase process the equity capital amounted to PLN 7,499,275.00 and was divided into 1,499,855 shares with the face value of PLN 5 each.
On 1998-01-27 the Company’s Management Board submitted the application documents at the Management Board of the Warsaw Stock Exchange to allow the B series shares (622,260) and the C series shares (670,175) to be listed in the primary market. The session of the Management Board of the Stock Exchange to review the Company’s application to let the shares to be listed was held on 1998-02-25, and the term of the first quoting of shares at the Warsaw Stock Exchange was determined for 1998-03-11.