- on 31 January 2014, the Management Board of Integer.pl SA reported that having analysed the costs of the planned investment in the development of Paczkomaty™network estimated at approximately EUR 150 million, it decided to raise
30 additional funds for the development of Paczkomaty™ network operated by entering into a cooperation with potential financial advisers who would handle the process of raising capital. (CR 12/2014)
- on 4 February 2014, an agreement was concluded with a financial advisor ("Advisor"). Under the agreement, the Advisor is to provide investment advisory services involving the provision of assistance and advice related to the private issue of shares or securities, in particular bonds, to the Issuer's subsidiary, preparation of analyses of such transactions, acquisition of investors, preparation of marketing materials. J.P. Morgan Europe Limited, with its registered office in Great Britain, 25 Bank Street, Canary Wharf, London, E14, 5JP, entered in the commercial register of England and Wales under number 938937, is the financial advisor of Integer.pl SA. (CR 14/2014 and CR 23/2014).
- on 13 February 2014, the Issuer's Management Board resolved to increase the share capital of Integer.pl SA, based on its authority within the authorised capital. (CR 16/2014)
- on 24 February 2014, the Management Board of Integer.pl SA reported the completion of the subscription of K series ordinary bearer shares. (CR 21/2014)
- on 14 March 2014, another stage of the project specified in the investment agreement of 20 April 2012 concluded between Integer.pl SA, Inpost SA, easyPack Sp. z o.o. and Asterina Investments S.a.r.l., with its registered office in Luxembourg, with the participation of Pine Bridge New Europe Partners II LP, the execution of which was announced by the Issuer in current report no. 30/2012 was carried out, under which the share capital of the Issuer's subsidiary, i.e. easyPack Sp. z o.o. was increased from the amount of PLN 8 529 700.00 to the amount of PLN 14 336 800.00, i.e. by the amount of PLN 5 807 100.00. The netting agreement between the subsidiary, i.e. easyPack Sp. z o.o. and Asterina Investments S.a.r.l. was executed. (CR 26/2014)
- on 19 March 2014, the performance of the obligation to make in kind contribution to the Issuer's subsidiary easyPack Sp. z o.o. in return for the company shares acquired by the Issuer, as announced by the Issuer in current report no. 26/2014, the Issuer concluded agreement with its subsidiary easyPack Sp. z o.o. for the transfer of an organised part of the Issuer's enterprise in the form of a Branch of Integer.pl SA under the name of "Integer.pl Spółka Akcyjna Oddział Paczkomaty w Zabierzowie" with a value of EUR 11 450 000.00 to the Issuer's subsidiary easyPack Sp. z o.o. in return for the acquisition of a total of 62 372 new shares of a nominal value of PLN 50.00 each and the total nominal value of PLN 3 118 600.00. (CR 28/2014)
- on 24 March 2014, the District Court for Kraków - Śródmieście, 11th Commercial Division of the National Court Register, registered an increase in the share capital of Integer.pl SA up to the amount of PLN 6 875 355.00 (six million eight hundred seventy five thousand three hundred fifty five zloty). The share capital was increased by PLN 46 950.00 (forty six thousand nine hundred and fifty zloty) through the issuance of 46 950 K series ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) each. (CR 29/2014)
- on 14 April 2014, the Management Board of InPost Sp. z o.o. decided to take steps to procure the transfer by InPost Sp. z o.o. to another subsidiary, Nowoczesne Usługi Pocztowe Sp. z o.o., of InPost enterprise within the meaning of Article 551 of the Polish Civil Code, subject to the exemptions (Article 552 of the Polish Civil Code), which enterprise is an organised set of tangible and intangible assets intended for implementing economic tasks consisting in collection, transportation and delivery of parcels. (CR 36/2014)
- on 14 April 2014, the Issuer's Management Board resolved to increase the share capital increase of Integer.pl SA through the issuance of L series ordinary bearer shares, which will be fully paid for in cash before the registration of the share capital increase. Integer.pl SA intends to use the proceeds primarily to finance the expansion of the subsidiary, easyPack Sp. z o. o.
31 and the continuation of the strategy based on intensive network development of parcel machines in Poland and abroad. (CR 37/2014)
- on 15 April, 2014, the Management Board of Krajowy Depozyt Papierów Wartościowych SA (National Depository for Securities) decided to register in the National Depository for Securities 46 950 (forty-six thousand nine hundred and fifty) series K ordinary bearer shares of the Issuer with the nominal value of PLN 1.00 each. (CR 40/2014)
- on 16 April 2014, the Issuer's Management Board determined the issue price of L series shares in the amount of PLN 250.00 per share. In addition, on 16 April 2014, A&R Investments Limited and WOOD & Company Financial Services, A.S.
Spółka Akcyjna Branch in Poland, executed a pricing amendment to the offering and placement agreement of 14 April 2014, under which the parties agreed on the price of shares sold by A&R Investments Limited in the amount of PLN 250.00 per share, the number of shares sold by A&R Investments Limited, i.e. 888 862 shares, and on the number of new L series shares of Integer.pl SA to be acquired by A&R Investments Limited, i.e. 888 862 shares. (CR 41/2014)
- on 28 April 2014, the Management Board of the company obtained information that the Operations Department of the National Depository for Securities issued a Message on registration, on 30 April 2014, of 46 950K series ordinary bearer shares. (CR 50/2014)
- on 28 April, 2014, the Issuer entered into an agreement with A&R Investments Limited to acquire 888 862 (eight hundred eighty-eight thousand eight hundred sixty-two) L series ordinary bearer shares, issued by the Issuer (CR 37/2014), at an issue price of PLN 250.00 (two hundred fifty zloty) per share (CR 41/2014).
The contractual value amounted to PLN 222 215 500.00 PLN (two hundred twenty two million two hundred fifteen five hundred zloty).
- on 12 May 2014, subscription of L series ordinary bearer shares was closed (CR 59/2014)
- on 14 May 2014 (in reference to current report no. 36/2014), Issuer's Management Board decided to contribute the shares of the Issuer's subsidiary InPost Sp. z o.o. to the subsidiary Nowoczesne Usługi Pocztowe Sp. z o.o. and to additionally contribute to the company an organised part of the Issuer's enterprise acting as a branch under the name of "Integer.pl Spółka Akcyjna Oddział Sortownia w Woli Bykowskiej", at the end of 31 May 2014. (CR 60/2014)
- on 14 May 2014, the increase in the share capital of the Issuer's subsidiary, easyPack Sp. z o.o., was registered by the District Court for Kraków - Śródmieście in Kraków, 11th Commercial Division of the National Court Register. (CR 63/2014) - on 31 May 2014, the Management Board resolved to increase the share capital of the Issuer's subsidiary, Nowoczesne Usługi Pocztowe Sp. z o.o., from the amount of PLN 880 300.00 (eight hundred eighty thousand three hundred zloty) to PLN 10 000 000.00 (ten million zloty), namely by the amount of PLN 9 119 000.00 (nine million one hundred nineteen thousand zloty). Therefore, the following significant agreements were concluded: transfer agreement of InPost Sp. z o.o. concluded between InPost Sp. z o.o. and Nowoczesne Usługi Pocztowe Sp.z o.o., and an agreement to transfer an organised part of the Issuer's enterprise between the Issuer and the subsidiary Nowoczesne Usługi Pocztowe Sp.z o.o. (CR 69/2014) - on 2 June 2014, the District Court for Kraków-Śródmieście, 11th Commercial Division of the National Court Register, registered an increase in the share capital of Integer.pl SA (CR 74/2014) to the amount of PLN 7 764 217.00 (seven million seven hundred sixty four thousand two hundred seventeen zloty). The share capital was increased by PLN 888 862.00 through the issuance of L series shares (CR 74/2014)
32 - on 12 June 2014, the Issuer received confirmation from the Issue Agent - Raiffeisen Bank Polska SA - concerning the transaction of sale and settlement of bonds. (CR 76/2014)
- on 15 July 2014, the Management Board of Integer.pl SA learned that the Management Board of BondSpot had resolved to introduce 30 000 bearer bonds to the alternative trading system on the Catalyst of a total nominal value of PLN 30 000 000.00 and a nominal value of PLN 1 000.00. (CR 83/2014)
- on 15 July 2014, the subsidiary easyPack Sp. z o.o. concluded two significant agreements with PKO Bankowy Leasing Sp.
z o.o. in Łódź: an operating lease agreement and a sale agreement. CR 84/2014)
- on 22 July 2014, changes were made in the investment agreement dated 20 April 2012, pursuant to which a decision was taken to hold another, unforeseen stage of financing the subsidiary easyPack Sp. z o.o., which will take place through a capital increase in the company, acquisition of shares and cash consideration by Integer.pl SA and Asterina Investments S.a.r.l. CR 85/2014)
- on 24 July 2014, the Management Board of Integer.pl SA learned that the Management Board of BonSpot SA resolved to designate 24 July 2014 as the date of initial trading of bonds in the alternative trading system on the Catalyst.
(CR 87/2014)
- on 25 July 2014, Integer.pl SA and the subsidiary easyPack Sp. z o.o. concluded a netting agreement under which liabilities of these entities were mutually, partially set off. (CR 88/2014)
- on 19 September 2014, an entry of an increase in the share capital of InPost Sp. z o.o. (formerly known as Nowoczesne Usługi Pocztowe Sp. z o.o.) ("Subsidiary" or "InPost") was made in the Register of Entrepreneurs of the National Court Register. As a result, the share capital of the subsidiary was increased to PLN 10 000 000.00. (CR 93/2014)
- on 26 September 2014, the Management Board of the National Depository for Securities resolved to register up to 60 000 bonds of Integer.pl SA. (RB 94/2014)
- on 29 September 2014, the Management Board of Integer.pl SA with its registered office in Kraków received from Raiffeisen Bank Polska S.A.
(Issuing Agent) a confirmation of the allocation and settlement of series INT0918 bonds issued pursuant to Resolution No.
3/09/2014 of the Issuer's Management Board dated 25 September 2014. (CR 95/2014)
- on 7 October 2014, an increase in the share capital of the Issuer's subsidiary easyPack Sp. z o.o. was registered in the Register of Entrepreneurs of the National Court Register As a result, the share capital of the Subsidiary was increased from PLN 14 336 800.00 up to PLN 15 240 700.00, namely by PLN 903 900.00 (CR 100/2014)
- on 19 December 2014, the Management Board of BondSpot SA resolved to introduce on the Catalyst series INT0918 bonds of Integer.pl SA. The first trading date was set for 23 December 2014 (CR 105/2014 and CR 106/2014)
-
on 29 December 2014, InPost Sp. z o.o. was re-registered as a joint stock company. Since that date the company has been operating as InPost SA. (CR 107/2014) Following the change of the legal form, the share capital consists of 10 000 000 A series shares of a nominal value of PLN 1 each. Re-registration resulted in a change to the number entered in the National Court Register. On 30 December 2014, the Extraordinary Meeting of InPost SA resolved to increase the share capital from PLN 10 000 000 to PLN 11 270 000 through the issuance of 1 270 000 shares with a nominal value of PLN 1 (one) each and the total nominal value of PLN 1 270 000, excluding the pre-emptive right of the existing shareholders.33 - on 30 December 2014, InPost S.A. purchased under a purchase and sale contract ("Share Purchase and Sale Contract"), from Badenhop Holdings Limited with its registered office in Nicosia, Cyprus (address: Thasou 3, Dadlaw House, P.C. 1520 Nicosia, Cyprus, entered in the register under number HE298140) ("Badenhop") 844,349 shares of Polska Grupa Pocztowa S.A. with its registered office in Warsaw (address: ul. Stanisława Augusta 75, premises 45 – 47, 03 – 846 Warsaw, entered in the Register of Entrepreneurs of the National Court Register (KRS) under number 0000259501) ("PGP"), representing 100% of the share capital of PGP and carrying the right to 100% of votes at the General Meeting of PGP, at the price of PLN 47,534,000.00 (forty seven million five hundred and thirty-four thousand zloty).
In addition, on 30 December 2014, the Extraordinary General Meeting of InPost S.A. ("InPost") resolved to increase the share capital from PLN 10,000,000.00 (ten million) to PLN 11,270,000.00 (eleven million two hundred and seventy thousand) through the issue of 1,270,000 (one million two hundred and seventy thousand) shares with a nominal value of PLN 1 (one) each and the total nominal value of PLN 1,270,000.00 (one million two hundred and seventy thousand) ("New Issue Shares"), excluding the pre-emptive right of existing shareholders.
On the same day, the New Shares were offered under private placement and taken up for the following contributions:
1) 916,122 New Shares (designated as B series) were taken up by the Issuer for a cash contribution of PLN 34,303,066.78 (thirty-four million three hundred and three thousand sixty six 78/100);
2) 353,878 New Shares (designated as C series) were taken up by Badenhop for a cash contribution of PLN 13,230,933.22 (thirteen million two hundred and thirty thousand nine hundred and thirty three 22/100).
And, due to the mutual obligations between the Issuer, as well as between InPost, and Badenhop, the parties set off their mutual claims as follows:
1) the claim of InPost against Badenhop, resulting from the obligation of Badenhop to make a contribution to cover C series shares of InPost was set off with part of claims of Badenhop for payment of the sale price in accordance with the Contract for the Sale of Shares – to the amount of the lower claim, i.e. to the amount of PLN 13,230,933.22 (thirteen million two hundred and thirty thousand nine hundred and thirty-three 22/100);
2) the remainder of the claim of Badenhop against InPost for the payment of the sale price of shares in accordance with the Contract for the Sale of Shares in the amount of PLN 34,303,066.78 (thirty four million three hundred and three thousand sixty six 78/100) was set off with other claims payable to the Issuer (who took over the debt of InPost against Badenhop for part of the share sale price resulting from the Contract for the Sale of Shares) against Badenhop totalling PLN 34,315,580.00 (thirty-four million three hundred and fifteen thousand five hundred and eighty), to the amount of the lower claim, i.e. to the amount of PLN 34,303,066.78 (thirty-four million three hundred and three thousand sixty-six 78/100).
As a result of the above, InPost acquired 100% of shares of PGP without cash. The transaction took place with the consent of the President of the Office of Competition and Consumer Protection for the concentration of entrepreneurs.
After the end of the financial year
On 17 March 2015, the Company concluded with its subsidiary, Integer Investments sp. z o.o. with its registered office in Kraków (entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for
Kraków-34 Śródmieście in Kraków, 11th Commercial Division of the National Court Register under number KRS 0000543075) agreement on transfer of 1,007,000 of series A bearer shares with a nominal value of PLN 1 each and the total nominal value of PLN 1,007,000 in the share capital of InPost SA with its registered office in Kraków (registered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście, 11th Commercial Division of the National Court Register under number 0000536554) for an in-kind contribution in order for the Company to increase the share capital of Integer Investments Sp. z o.o. with its registered office in Kraków in return for an in-kind contribution of 1,007,000 A series bearer shares in InPost SA. The market value of 1,007,000 A series bearer shares of InPost SA contributed by the Company to Integer Investments Sp. z o.o., amounted to PLN 37.54 per share, i.e. PLN 37,802,780 for all the shares transferred. In consideration for a contribution of shares in InPost SA to Integer Investments Sp. z o.o., the Company will receive 756,055 shares in the increased share capital of Integer Investments Sp. z o.o. The agreement to transfer the shares in InPost SA as an in-kind contribution has not been concluded subject to the condition or term, nor does it contain provisions on liquidated damages or any other specific provisions. Under the above agreement, 1,007,000 shares of InPost S.A. were transferred to Integer SA Investments sp. z o.o. upon conclusion of the agreement.
At the same time, the Issuer reports that its subsidiary, i.e. InPost Paczkomaty sp. z o.o. with its registered office in Kraków (entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register under KRS 0000255841) ("subsidiary"), on 17 March 2015, entered into an agreement to transfer the title to 8,993,000 of A series bearer shares with a nominal value of PLN 1 per share and the total nominal value of PLN 8,993,000 in the share capital of InPost S.A., by making an in-kind contribution to allow the subsidiary to pay for the share capital increase in Integer Investments Sp. z o.o. with its registered office in Kraków in return for a contribution of 8,993,000 A series bearer shares in InPost S.A. The market value of 8,993,000 A series bearer shares of InPost S.A., contributed by the subsidiary to Integer Investments Sp. z o.o., amounted to PLN 37.54 per share, i.e.
PLN 337,597,220 for all the transferred shares. In return for an in-kind contribution of shares in InPost SA to Integer Investments Sp. z o.o., the subsidiary will receive 6,751,944 shares in the increased share capital of Integer Investments Sp.
z o.o. The agreement to transfer the shares in InPost SA as an in-kind contribution has not been concluded subject to the condition or term, nor does it contain provisions on liquidated damages or any other specific provisions. Under the above agreement, the title to 8.993.000 shares of InPost S.A. was transferred to Integer SA Investments sp. z o.o. upon conclusion of the agreement.
Both agreements were considered significant because of their total value of PLN 375.4 million.
These agreements have an organizational nature and are connected with a planned initial public offering of shares of InPost and their introduction to the Warsaw Stock Exchange. (CR 6/2015).