The Executive Board of DataWalk S.A. (“Company”, “Issuer”), registered in Wroclaw, Poland, pursuant to art. 17 clause 4 of the Regulation of the European Parliament and of the EU Council No. 596/2014 on market abuse and repealing Directive 2003/6/WE of the European Parliament and of the Council and Commission Directives 2003/124/WE, 2003/125/WE and 2004/72/WE (hereinafter: “MAR”) discloses confidential information which publication was delayed on July 28th, 2022.
The content of the delayed confidential information was the adoption by the Company’s Executive Board of a resolution on July 28th, 2022 regarding the commencement of negotiations regarding participation in the private subscription of shares issued by way of increasing the share capital within the limits of the authorized capital.
On the basis of the resolution, the Issuer’s Executive Board conducted negotiations with selected institutional investors and fewer than 150 private or legal persons other than qualified investors regarding their participation in a possible private subscription of the Company’s shares issued by way of increasing the share capital within the limits of the authorized capital. As part of this process, the Executive Board of the Company obtained from investors declarations of interest in the scope of potential issue of Company shares, whose content conditioned the adoption by the Executive Board of the Issuer of a resolution on taking steps to increase the share capital and its parameters.
In the Company’s opinion, disclosure of information about the planned issue during the above negotiations and actions taken by the Executive Board, before determining its final terms, could violate the legitimate interest of the Issuer and negatively affect the final result of the negotiations.
The reason for public disclosure of the abovementioned confidential information is the fact that the negotiation process is completed and that a resolution is adopted regarding an increase in the Company’s share capital within the authorized capital, excluding pre-emptive rights of existing shareholders after obtaining relevant consents from the Company’s Supervisory Board regarding the issue price of new issue shares and deprivation of pre-emptive rights.
Raising capital from investors, including financial institutions offering capital on favorable terms is in the interest of the Company and is an expression of the investment needs of the Issuer’s Capital Group resulting from the strategy execution and its current and expected deliverables. The funds obtained will contribute to increasing the pace and scale of the Group’s business development in key markets.
In regards to the above, the Executive Board of DataWalk S.A. informs that on August 10th, 2022 a meeting of the Company’s Executive Board was held, which – acting pursuant to art. 446 § 1, 2 and 3 and art. 447 § 1 of the Code of Commercial Companies and § 6a of the Company’s Articles of Association and having regard to the provisions of the resolutions of the Supervisory Board of August 10th, 2022 regarding:
(i) consenting to the deprivation of pre-emptive rights of existing shareholders in connection with the issue of P series shares
(ii) agreeing to determine the issue price of P series shares
– adopted in the form of a notarial deed resolution on increasing the Company’s share capital within the authorized capital by issuing new series P shares under private placement, excluding the subscription right of the existing shareholders and amending the Company’s Articles of Association (“Resolution”).
The Executive Board of the Company, pursuant to a Resolution, increased the Company’s share capital from PLN 488 604,80 (four hundred and eighty eight thousand six hundred and four zlotys 80/100) to an amount not less than PLN 488.604,90 (four hundred and eighty eight thousand six hundred and four zlotys 90/100) and not higher than PLN 516.013,00 (five hundred and sixteen thousand thirteen zlotys 00/100), i.e. not less than 0,10 PLN (ten groszy) and not higher than 27.408,20 PLN (twenty seven thousand four hundred and eight zlotys 20/100) by way of issue of not less than 1 (one) and not more than 274 082 (say: two hundred and seventy four thousand eighty two) P series ordinary bearer shares (“Shares”) each. The issue price of the Shares determined with the consent of the Supervisory Board is PLN 155,00 (one hundred and fifty five zlotys) for one Share.
Pursuant to the aforementioned Resolution of the Company’s Executive Board, with the consent of the Supervisory Board, the Issuer’s existing shareholders have been deprived of all pre-emptive rights to the Shares.
Depriving existing shareholders of pre-emptive rights is in the interest of the Company as it aims to optimize the process of obtaining financing for the Company’s operations and the effective development of its current and future projects, providing the Company with the necessary flexibility in the scope of raising additional capital. Depriving shareholders of pre-emptive rights has full economic justification and appears to be desirable from the point of view of the best interest of the Company, and thus also its shareholders. The above will enable efficient raising of funds from investors.
The Shares will be offered by private subscription in accordance with art. 431 § 2 item 1 of the Code of Commercial Companies without the need to prepare and approve a prospectus and an information memorandum or any other information document by the Polish Financial Supervision Authority. The number of Shares offered to investors will be at the discretion of the Company’s Executive Board. Prior to notification of the share capital increase to the court register, the Issuer’s Executive Board will submit, pursuant to art. 310 § 2 in connection with art. 431 § 7 of the Code of Commercial Companies, a statement on the amount of the Company’s share capital taken up and specification of the amount of the share capital in the Company’s Articles of Association.
Pursuant to the provisions of this Resolution, the Share subscription agreements will be concluded until August 14th, 2022. Shares may be taken up only for cash contributions made before the registration of the share capital increase.
At the same time, in connection with the Resolution, the Company’s Executive Board adopted a resolution regarding the decision to apply for admission and introduction to the trading on the main market operated by the Warsaw Stock Exchange P series shares and dematerialization of P series shares. It is the Company’s intention that the Shares be dematerialized, introduced and admitted to public trading on the main market of the Warsaw Stock Exchange.
The conclusion of the share subscription agreements and the resulting amount of the subscribed share capital of the Company will be notified by the Issuer’s Executive Board in a separate report.
