The Executive Board of DataWalk S.A., based in Wrocław (“Company” or “Issuer”), in reference to the Company’s current report No. 17/2024 dated May 21, 2024, announces the conclusion of negotiations concerning investor participation in the private subscription process of the Company’s shares issued through an increase in the Company’s share capital within the authorized capital.
In connection with the conclusion of this process, the Company informs that on May 21, 2024, a meeting of the Company’s Executive Board was held, during which – acting on the basis of Articles 446 §§ 1-3 and 447 § 1 of the Commercial Companies Code and § 6a of the Company’s Articles of Association – a resolution was adopted in the form of a notarial deed to increase the Company’s share capital within the limits of the authorized capital by issuing new series R shares through private subscription, excluding the preemptive rights of existing shareholders, and amending the Company’s Articles of Association (“Executive Board Resolution”).
Simultaneously, the Issuer informs that the adoption of the Executive Board Resolution was preceded by the decisions of the Company’s Supervisory Board on May 21, 2024, including resolutions on: (i) approving the determination of the issue price of series R shares, and (ii) consenting to the exclusion of preemptive rights of existing shareholders in connection with the issuance of series R shares.
Pursuant to the Executive Board Resolution, the Company’s share capital was increased from PLN 513,298.80 (in words: five hundred thirteen thousand two hundred ninety-eight zlotys 80/100) to an amount not lower than PLN 513,298.90 (in words: five hundred thirteen thousand two hundred ninety-eight zlotys 90/100) and not higher than PLN 563,298.80 (in words: five hundred sixty-three thousand two hundred ninety-eight zlotys 80/100), i.e., by an amount not lower than PLN 0.10 (ten groszy) and not higher than PLN 50,000.00 (in words: fifty thousand zlotys) through the issuance of no fewer than 1 (in words: one) and no more than 500,000 (in words: five hundred thousand) ordinary bearer series R shares (“Shares”).
The issue price of the Shares, approved by the Supervisory Board, is 55 PLN (in words: fifty five zlotys) per Share.
According to the provisions of the aforementioned Executive Board Resolution, with the consent of the Supervisory Board, the preemptive rights of the Issuer’s existing shareholders have been fully excluded. The exclusion of preemptive rights serves the Company’s interests by optimizing the fundraising process for the Company’s operations and the effective development of its current and future projects, ensuring the necessary flexibility for raising additional capital. This exclusion is economically justified and is in the best interest of the Company and its shareholders, enabling efficient capital acquisition from new investors.
The Shares will be offered to selected qualified investors or fewer than 150 individuals or legal entities (other than qualified investors) through private subscription in accordance with Article 431 § 2(1) of the Commercial Companies Code, without the need to prepare and approve a prospectus or information memorandum by the Polish Financial Supervision Authority. The number of Shares offered to individual investors will be determined at the discretion of the Company’s Executive Board. Before registering the share capital increase in the court register, the Issuer’s Executive Board will submit a statement on the subscribed share capital and specify the amount of share capital in the Company’s Articles of Association, pursuant to Article 310 § 2 in conjunction with Article 431 § 7 of the Commercial Companies Code.
According to the provisions of the Executive Board Resolution, the subscription agreements for the Shares will be executed by May 28, 2024. The Shares can only be subscribed for cash contributions made before the registration of the share capital increase.
Furthermore, in connection with the Executive Board Resolution, the Company’s Executive Board adopted another resolution to apply for the admission and introduction of series R shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialization of series R shares. The Company’s intention is for the Shares to be dematerialized and introduced to trading on the main market of the Warsaw Stock Exchange.
The Executive Board will notify about the conclusion of the subscription agreements and the resulting final amount of the subscribed share capital in a separate report.
