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Current Report No. 5/2024 - 21.02.2024

Forecast of financial liabilities

Details

In connection with the decision to make an offer to institutional investors to purchase bonds of MLP Group S.A. and the inclusion in the document of a proposal to purchase bonds (pursuant to Article 35 sec.1 point 2 of the Act of January 15, 2015 on Bonds), information on forecast of those liabilities as at December 31, 2024 and March 6, 2025, respectively, in the performance of the obligation imposed by the Article 17 of the MAR, the Management Board of MLP Group S.A. of Pruszków (the “Company”, the “Issuer”) hereby provides information on the forecast of the Company’s financial liabilities in the form of a current report.

Forecasts of financial liabilities can be found in the appendix to this current report.

Legal basis:
Article 17(1) of MAR – Inside information

Attachments
CR 5 2024 (zip)
Current Report No. 4/2024 - 21.02.2024

Resolution by the Management Board of MLP Group S.A. on issue of series G bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on February 21, 2024 the Company’s Management Board passed a resolution on the issue, by way of a public offering to qualified investors, of up to 41,000 series G bearer bonds of the Company with a nominal value of EUR 1,000 per bond and total nominal value of up to EUR 41,000,000 (the “Bonds”).

The Bonds will be issued on March 6, 2024 at an issue price of EUR 1,000 per Bond.

The Bonds will pay variable interest at 3M EURIBOR plus a margin.

The Bonds will be unsecured instruments.

The objectives of the issue were not specified.

The redemption date of the Bonds is December 4, 2026.

The Company will apply for registration of the Bonds in the depository maintained by the Central Securities Depository of Poland and for introduction of the Bonds to trading in the alternative trading system organised by the Warsaw Stock Exchange, as will be announced in a separate current report.

 

Legal basis:

Article 17(1) of MAR – Inside information

Current Report no 3/2024 - 13.02.2024

Amendment of the bond issue program and conclusion of an annex to the issue agreement regarding the establishment of a bond issue program

Details

With reference to the current report No. 1/2024 of January 23, 2024, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) informs that on the basis of the adopted resolution No. 1/02/2024 on the amendment of the bond issue program and the Company’s adoption of the necessary actions related to the change of the program, on February 13, 2024, the Company has concluded with mBank S.A. with its registered office in Warsaw, as the organizer, calculation agent, technical agent, issue agent and dealer an annex (“Annex“) to the issue agreement of September 23, 2022 regarding the establishment of a bond issue program (the “Program“). On the basis of the Annex, the Company has made the necessary amendments to the Program resulting from i.a. the entry into force of the provisions of the Act of August 16, 2023 amending certain acts in connection with ensuring the development of the financial market and the protection of investors on this market (Journal of Laws of 2023, item 1723).

 

Legal basis:

Article 17(1) of MAR – Inside information.

 

 

Current Report no 2/2024 - 24.01.2024

Release dates for periodic reports in 2024

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) hereby announces to the public the release dates for the Company’s periodic reports in the financial year2024:

  • Consolidated annual report for the year ended December 31st 2023 – March 18th 2024
  • Separate annual report for the year ended December 31st 2023 – March 18th 2024
  • Consolidated quarterly reports containing condensed separate financial information:
  • o Q1 2024 report – May 20th 2024,
  • o Q3 2024 report – November 15th 2024,
  • • Consolidated half-year report for the six months ended June 30th 2024 containing condensed separate financial information – August 22th 2024.

Furthermore, pursuant to Par. 62.1 and Par. 62.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 theRegulation”), the Company announces that the consolidated quarterly and half-year reports will contain, respectively, the quarterly and half-year condensed separate financial statements of the parent. The annual report will be drawn up and issued to the public both in the separate and consolidated form.

As permitted by Par. 79.2 of the Regulation, the Company will not issue a Q4 2023 or a Q2 2024 quarterly report.

All the periodic reports will be published on the Company’s website (www.mlpgroup.com), in the Investor Relations section.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information,

Par. 80.1 and Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. 2018, item 757)

Current Report No. 1/2024 - 23.01.2024

Intention to amend the bond issue program and to issue bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) informs that in connection with the bond issue program providing for the maximum permitted total value of issued and unredeemed bonds in the amount of EUR 100,000,000, established on the basis of the resolution of the Management Board of the Company of 23 September 2022, no. 1/09/2022 and amended on the basis of the resolution of the Management Board of the Company no. 3/11/2022 of 17 November 2022 (“Program”), about which the Company informed in current reports no. 18/2022 of 23 September 2022, as well as 19/2022 and 19/2022/K of 25 November 2022, has decided to proceed with the analysis and works related to preparation of activities aimed at contemplated by the Company amendment of the Program and conclusion of an annex to the issue agreement regarding the establishment of the Program and issue of the bonds under the Program in a public offering. The contemplated by the Management Board of the Company date of issue of the bonds is the first quarter of 2024.

 

Legal basis:

Article 17 sec. 1 of MAR, inside information.

 

Current Report No. 22/2023 - 25.08.2023

Termination of the Issuer's agreement

Details

The Management Board of MLP Group S.A. (the “Company“) announces that on 25 August 2023 it submitted a statement on the termination of the Issuer Market Making Agreement concluded on 14 November 2018 with Dom Maklerski Banku BPS S.A.

 

Thus, the agreement will be terminated on 30 September 2023.

 

Legal basis:Article 17(1) of MAR – Inside information.

Current Report No. 21/2023 - 25.07.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 25 July 2023 it received a notification pursuant to Article 69 Sec 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

 

The notification is attached as an appendix to this report.

 

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Current Report No. 20/2023 - 19.07.2023

Determining the first trading date of series F bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on July 19, 2023 it was notified of the adoption by the Management Board of the Warsaw Stock Exchange of a resolution No. 751/2023 dated July 18, 2023 on determining 20 July 2023 as the first trading date in the alternative trading system on the Catalyst of 29,000 series F bearer bonds of the Company with a nominal value of EUR 1,000 each, coded as “PLO205000014” by Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland) (the “Bonds”) and listing the Bonds in the continuous trading system under the abbreviated name of “MLP0525”.

 

Legal basis:

Article 17(1) of MAR – Inside information.

Current Report No. 19/2023 - 28.06.2023

Adoption of a resolution by the Warsaw Stock Exchange S.A. in Warsaw on the introduction of series F bonds to the alternative trading system (pol. alternatywny system obrotu)

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) announces that on 27 June 2023 the Management Board of Warsaw Stock Exchange adopted a resolution on the introduction to the alternative trading system (in Polish: alternatywny system obrotu) on Catalyst of 29,000 series F bearer bonds with a nominal value of EUR 1,000 each, marked by the National Depository for Securities (in Polish: Krajowy Depozyt Papierów Wartościowych) with the code ISIN PLO205000014.

Legal basis:

Article 17(1) of MAR – Inside information

CURRENT REPORT 18/2023 - 22.06.2023

List of shareholders holding at least 5% of votes at the Annual General Meeting of MLP GROUP S.A., Pruszków

Details

The Management Board of MLP GROUP S.A. of Pruszków (the “Company”) announces that the shareholders present at the Annual General Meeting of the Company on June 22th, 2023 held 17,513,993 voting rights. Accordingly, 72.99 % of the Company’s share capital, consisting of 23,994,982 shares, each carrying one voting right, was represented at the Annual General Meeting.

The shareholders who held 5% or more of total voting rights at the Annual General Meeting on May 16th 2022 were:

  1. CAJAMARCA HOLLAND B.V. of Amsterdam, the Netherlands, holding 10,242,726 voting rights, representing 58.48 % of voting rights at that General Meeting and 42.69 % of total voting rights in the Company,
  1. THE ISRAEL LAND DEVELOPMENT COMPANY LTD of Bnei-Brak, Israel, holding 3,016,229 voting rights, representing 17.22 % of voting rights at that General Meeting and 12.57 % of total voting rights in the Company
  2. Allianz Polska Otwarty Fundusz Emerytalny of Warsaw, holding 1,713,000 voting rights, representing 9.78 % of voting rights at that General Meeting and 7.14 % of total voting rights in the Company
  1. NNLife Otwarty Fundusz Emerytalny of Warsaw, holding 1,591,360 voting rights, representing 9.09 % of voting rights at that General Meeting and 6.63 % of total voting rights in the Company.

 

Legal basis:

Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

 

CURRENT REPORT 17/2023 - 22.06.2023

Resolutions passed by Annual General Meeting of MLP Group S.A. with its registered office in Pruszków on June 22th, 2023

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby publishes the resolutions passed by the Company’s Annual General Meeting on June 22th, 2023.

The resolutions are attached as an appendix to this report.

Legal basis:

Art. 56 sec. 1 point 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th, 2005

 Par. 19 sec. 1 point 6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th, 2018

Current report no. 16/2023 - 26.05.2023

Notice of Annual General Meeting given by MLP Group S.A. Management Board

Details

Acting pursuant to Art. 399.1 and Art. 402¹ of the Commercial Companies Code, and Art. 11.1 and Art. 14 of the Company’s Articles of Association, the Management Board of MLP Group S.A. of Pruszków (the “Company”) gives notice of the Annual General Meeting of the Company, to be held at the Company’s registered office at ul. 3-go Maja 8, building A3, in Pruszków from 12 noon on June 22th 2023.

The full text of the notice of the Annual General Meeting of MLP Group S.A., with draft resolutions to be considered by the General Meeting, is attached to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Current report No. 15/2023 - 24.05.2023

Payment for series F bonds

Details

Further to current report No. 14/2023 of May 19, 2023, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on May 24, 2023 29,000 series F bearer bonds of the Company, with a nominal value of EUR 1,000 per one bond and a total nominal value of EUR 29,000,000 (the “Bonds”) were duly paid up.

For the parameters of the Bonds, see Current Report No. 11/2023 of May 15, 2023.

Legal basis:
Article 17(1) of MAR – Inside information

Current Report No. 14/2023 - 19.05.2023

Conditional allotment of series F bonds by MLP Group

Details

Further to current report No. 11/2023 of May 15, 2023, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on May 19, 2023 resolution of the Management Board No. 4/05/2023 on conditional allotment of 29,000 series F bearer bonds of the Company, with a nominal value of EUR 1,000 per one bond and a total nominal value of EUR 29,000,000 (the “Bonds”) was adopted.

On the primary market, 36 entities placed subscription orders for a total of 29,000 Bonds.

The Company’s Management Board conditionally allotted 29,000 Bonds to those 36 entities.

For the parameters of the Bonds, see Current Report No. 11/2023 of May 15, 2023.

 

Legal basis:

Article 17(1) of MAR – Inside information.

Current Report No. 13/2023 - 17.05.2023

Buy-back and redemption of series E bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on May 17, 2023 the Company’s Management Board adopted a resolution No 3/05/2023 on the buy-back and redemption of 2,000 series E bearer bonds of the Company with a nominal value of EUR 1,000 per bond and total nominal value of EUR 2,000,000, registered by the Central Securities Depository of Poland (“CSDP”) under ISIN number “PLMLPGR00108” (the “Bonds”).

The Bonds have been bought-back on May 17, 2023 at the price equal to the nominal value of the Series E Bonds increased by the interest calculated in accordance with the terms of issue of the Series E Bonds.

In connection with the above the Company will apply to the CSDP for redemption of the Bonds, in accordance with applicable regulations and procedure adopted by the CSDP.

 

Legal basis:

Article 17(1) of MAR – Inside information

Current Report No. 12/2023 - 16.05.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 16 May 2023 it received a notification pursuant to Article 69 Sec 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

 

The notification is attached as an appendix to this report.

 

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Current Report No. 11/2023 - 15.05.2023

Resolution by the Management Board of MLP Group S.A. on issue of series F bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on May 15, 2023 the Company’s Management Board passed a resolution on the issue, by way of a public offering to qualified investors, of up to 29,000,000 series F bearer bonds of the Company with a nominal value of EUR 1,000 per bond and total nominal value of up to EUR 29,000,000 (the “Bonds”).

The Bonds will be issued on May 24, 2023 at an issue price of EUR 1,000 per Bond.

The Bonds will pay variable interest at 6M EURIBOR plus a margin.

The Bonds will be unsecured instruments.

The objectives of the issue were not specified.

The redemption date of the Bonds is May 26, 2025.

The Company will apply for registration of the Bonds in the depository maintained by the Central Securities Depository of Poland and for introduction of the Bonds to trading in the alternative trading system organised by the Warsaw Stock Exchange, as will be announced in a separate current report.

 

Legal basis:

Article 17(1) of MAR – Inside information

Current Report No. 10/2023 - 28.04.2023

Facility Agreement executed by Issuer's subsidiary

Details

MLP Group S.A. (the “Company”) announces that on 28 April 2023 a company belonging to the Company’s capital group: i.e. MLP Poznań West II Sp. z o.o. with its registered office in Pruszków (the “Borrower“) concluded a loan agreement (the “Facility Agreement“), with the bank AAREAL BANK AG with its registered office in Wiesbaden (the “Bank“). The loan amount is EUR 63,500,000.00.

The proceeds will be used to refinance the Borrower’s previously existing loan obligations and additionally to finance investment projects of the MLP Group S.A. Capital Group.

The term of the agreement is five years from the execution date, and the facility bears interest at a floating rate (3M EURIBOR) plus the Bank’ margin.

Under the Facility Agreement, the Borrower will pay fees that are customary in transactions of this type, i.e. an arrangement fee.

The Facility Agreement contains standard clauses and is a typical agreement for transactions of this type. Standard collateral for the repayment of the loan has also been established, including mortgages on real estate belonging to the Borrower, a pledge on the Borrower’s shares, and declarations of submission to execution under Article 777 of the Code of Civil Procedure.

 

The conclusion of the Facility Agreement will contribute to the strengthening of the Borrower’s financial stability through the consolidation of the Borrower’s existing credit liabilities, the acquisition of a new source of financing and the extension of the maturity of the debt. The loan will be disbursed upon fulfilment of the standard conditions precedent for this type of financing. The Facility Agreement also contains obligations on the part of the Borrower to fulfil, upon the disbursement of the above-mentioned loan, follow-up conditions, which are also standard for transactions of this type.

The Loan Agreement does not contain any other specific terms deviating from those commonly used for this type of agreement. There are no relationships between the Borrower and the Bank. There are also no relationships between the Borrower’s management or supervisory personnel and the Bank’s management or supervisory personnel.

The Facility Agreement is considered to meet the criteria for having a potential impact on the Company’s share price as the total value of the agreement executed between the Borrower and the Bank is significant by the Company’s standards.

 

Legal basis:Article 17(1) of MAR – Inside information.

Current Report No. 9/2023 - 17.04.2023

Intention to issue bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) informs that in connection with the bond issue program providing for the maximum permitted total value of issued and unredeemed bonds in the amount of EUR 100,000,000, established on the basis of the resolution of the Management Board of the Company of 23 September 2022, no. 1/09/2022 and amended on the basis of the resolution of the Management Board of the Company no. 3/11/2022 of 17 November 2022 (“Program”), about which the Company informed in current reports no. 18/2022 of 23 September 2022, as well as 19/2022 and 19/2022/K of 25 November 2022, has decided to proceed with the analysis and works related to preparation of activities aimed at contemplated by the Company issue of the bonds under the Program in a public offering. The contemplated by the Management Board of the Company date of issue of the bonds is the second quarter of 2023.

Legal basis:

Article 17 sec. 1 of MAR, inside information.

Current Report No. 8/2023 - 06.02.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on the change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 3 February 2023 it received a notification pursuant to Article 69 Sec 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies.

The notification is attached as an appendix to this report.

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block

Current Report no 7/2023 - 25.01.2023

Release dates for periodic reports in 2023

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) hereby announces to the public the release dates for the Company’s periodic reports in the financial year2023:

  • Consolidated annual report for the year ended December 31st 2022 – March 17th 2023
  • Separate annual report for the year ended December 31st 2022 – March 17th 2023
  • Consolidated quarterly reports containing condensed separate financial information:
  • Q1 2022 report – May 18th 2023,
  • Q3 2022 report – November 16th 2023,
  • Consolidated half-year report for the six months ended June 30th 2022 containing condensed separate financial information – August 23th 2023.

Furthermore, pursuant to Par. 62.1 and Par. 62.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 theRegulation”), the Company announces that the consolidated quarterly and half-year reports will contain, respectively, the quarterly and half-year condensed separate financial statements of the parent. The annual report will be drawn up and issued to the public both in the separate and consolidated form.

As permitted by Par. 79.2 of the Regulation, the Company will not issue a Q4 2022 or a Q2 2023 quarterly report.

All the periodic reports will be published on the Company’s website (www.mlpgroup.com), in the Investor Relations section.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information,

Par. 80.1 and Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. 2018, item 757)

Current Report No. 6/2023 - 18.01.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on the change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 18 January 2023 it received a notification pursuant to Article 69 Sec 2 item 2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies.

The notification is attached as an appendix to this report.

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Current Report No. 5/2023 - 17.01.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on the change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 17 January 2023 it received a notification pursuant to Article 69 Sec 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies.

The notification is attached as an appendix to this report.

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Current Report No. 4/2023 - 10.01.2023

Communication from Central Securities Depository of Poland concerning registration of series F shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on January 10, 2023 the Central Securities Depository of Poland (“CSDP”) issued a communication stating that 2,621,343 series F ordinary bearer shares in the Company with a par value of PLN 0.25 per share assigned ISIN code PLMLPGR00017 will be registered on January 12, 2023, in accordance with the CSDP Decision No. 15/2023 of January 5, 2023.

Legal basis:

Par. 17 sec. 1 point 3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29, 2018.

 

Current Report No. 3/2023 - 10.01.2023

Notifications received pursuant to Article 69 of the Act on Public Offering on change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 10 January 2023 it received a notification pursuant to Article 69 Sec 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

 

The notification is attached as an appendix to this report.

 

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Current Report No. 2/2023 - 10.01.2023

Information on setting the last listing day of rights to series F shares in MLP Group S.A. and on admission and introduction to stock-exchange trading of series F shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on January 10, 2023, it was notified of the adoption by the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) of:

  1. resolution no. 12/2023 dated January 9, 2023, on setting January 11, 2023, as the last listing day of the 2,621,343 rights to series F ordinary bearer shares in the Company, with a par value of PLN 0.25 per share, assigned ISIN code PLMLPGR00116 by the Central Securities Depository of Poland, and
  2. resolution no. 13/2023 dated January 9, 2023, on admission and introduction to trading on the WSE Main Market of series F ordinary bearer shares in the Company (the “Resolution”), whereby the WSE Management Board had decided to admit and introduce to trading on the main market from January 12, 2023 2,621,343 series F ordinary bearer shares in the Company with a par value of PLN 0.25 per share (the “Shares”), subject to registration of the Shares by the Central Securities Depository of Poland on January 12, 2023 and their designation with ISIN code PLMLPGR00017.

Legal basis:

Par. 17 sec. 1 point 2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29, 2018.

Current Report No. 1/2023 - 05.01.2023

CSDP’s statement on registration in securities depository of series F shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that it has received from the Central Securities Depository of Poland (the “CSDP”) a statement dated January 5, 2023 in which CSDP informed that it has entered with the Company into an agreement on registration of 2,621,343 series F ordinary bearer shares in the Company, with a par value of PLN 0.25 per share (the “Shares”) and assigned to them ISIN code PLMLPGR00017 (the “Statement”).

According to the Statement, the Shares will be registered in connection with the closing of accounts maintained for the transferable rights to shares assigned with code PLMLPGR00116, within 3 days from receipt by the CSDP of the decision to introduce the Shares to trading on the regulated market on which other Company’s shares assigned with the same ISIN code are already listed, but in no case earlier than on the day specified in that decision as the date of introducing the Shares to trading on that regulated market.

Legal basis:

Par. 17 sec. 1 point 1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29, 2018

Current Report No. 31/2022 - 22.12.2022

Registration of share capital increase and amendments to the Articles of Association of MLP GROUP S.A.

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Company”) announces that the Company has acknowledged that on 22 December 2022, the Regional Court for the City of Warsaw in Warsaw, XIV Commercial Division of the National Court Register made an entry in the Register of Entrepreneurs of the National Court Register maintained for the Company, of an increase in the Company’s share capital from the amount of PLN 5.343,409.75 to the amount of PLN 5,998,745.50 through the issuance of 2,621,343 series F ordinary bearer shares of the Company with a nominal value of PLN 0.25 each issued pursuant to Resolution No. 1 of the Company’s Management Board dated 29 November 2022 on increasing the Company’s share capital through the issuance of series F ordinary shares, depriving existing shareholders of all preemptive rights to all series F shares, establishing the principles for distribution of series F shares, including establishing the preemptive right for the Company’s shareholders who are qualified investors or who subscribe for shares for an amount higher than the equivalent of EUR 100,000, applying for admission and introduction of series F shares and rights to series F shares to trading on the regulated market operated by the Warsaw Stock Exchange, dematerialization of series F shares and rights to series F shares, authorization to enter into an agreement to register series F shares and rights to series F shares with a securities depository, as well as the related amendment of the Company’s Articles of Association made by Resolution No. 2 of the Company’s Board of Directors dated December 8, 2022 on determining the amount of the Company’s share capital increase through the issuance of series F ordinary bearer shares within the authorized capital and amending the Company’s Articles of Association (“Registration”).

As of the date of this current report, the total number of votes resulting from all issued shares of the Company (after the Registration) is 23,994,982 votes, and the Company’s share capital is represented by 23,994,982 shares of the Company with a nominal value of PLN 0.25 (twenty-five groszy) each, including:

  • 11,440,000 series A bearer shares,
  • 3,654,379 series B bearer shares,
  • 3,018,876 series C bearer shares,
  • 1,607,000 series D bearer shares,
  • 1,653,384 series E bearer shares,
  • 2,621,343 series F bearer shares.

In addition, as the share capital increase was made within the authorized capital, the Company’s Management Board informs that the authorized capital has been fully utilized.

In connection with the amendments to the Company’s Articles of Association, the Company’s Board of Directors provides below the new wording of Article 9 of the Articles of Association,:

Article 9              

9.1 The Company’s share capital amounts to PLN 5,998,745.50 (five million nine hundred and ninety-eight thousand seven hundred and forty-five zlotys and fifty groszy) and is divided into 23,994,982 (twenty-three million nine hundred and ninety-four thousand nine hundred and eighty-two) series A, series B, series C, series D, series E and series F shares with a nominal value of PLN 0.25 (twenty-five groszy) each.

9.2 All shares in the share capital are ordinary shares, whereby:

1) 11,440,000 (eleven million four hundred and forty thousand) shares numbered from No. A 00000000001 to No. A 00011440000 are series A bearer shares,

2) 3,654,379 (three million six hundred and fifty-four thousand three hundred and seventy-nine) shares numbered from No. B 0000000001 to No. B 0003654379 are series B bearer shares,

3) 3,018,876 (three million eighteen thousand eight hundred and seventy-six) shares numbered from C 0000000001 to C 0003018876 are series C bearer shares,

4) 1,607,000 (one million six hundred and seven thousand) shares numbered D 0000001 to D 1607000 are series D bearer shares,

5) 1,653,384 (one million six hundred and fifty-three thousand three hundred and eighty-four) shares numbered E 0000001 to E 1653384 are series E bearer shares,

6) 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) shares numbered F 0000001 to F 2621343 are series F bearer shares.

Legal basis:

§ 5 point 1 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

Current Report No 30/2022 - 13.12.2022

Announcement of the Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland) regarding the date of registration of the rights to series F shares in MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to Current Report No. 28/2022 of 13 December 2022, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) announces that on 13 December 2022 Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) (“KDPW“) issued an announcement in which it announced that, in accordance with Decision No. 1137/2022 of 12 December 2022, 2,621,343 rights to ordinary bearer series F shares of the Company with nominal value PLN 0.25 zł each will be registered on 14 December 2022, assigned with the ISIN code PLMLPGR00116.

IMPORTANT INFORMATION

This current report has been prepared pursuant to § 17 sec. 1 point 3 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares“), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons“). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager“), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

§17 section 1 point 3 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

Current Report No 29/2022 - 13.12.2022

Information on the admitting and introducing into trading of rights to series F shares in MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to the current report No. 28/2022 of December 13, 2022 the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) announces that on 13 December 2022 it received information that the Management Board of the Warsaw Stock Exchange (the “WSE Management Board“) adopted Resolution No. 1152/2022 of 13 December 2022 on the admitting and introducing into trading on the WSE Main Market of rights to ordinary bearer series F shares of the Company (“Resolution“), pursuant to which the WSE Management Board decided to admit and introduce to stock exchange trading on the main market as of 15 December 2022 2,621,343 rights to ordinary bearer series F shares of the Company with a nominal value of PLN 0.25 each (“RTS“), provided that the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) registers the RTS no later than 15 December 2022 and designates them with the ISIN code PLMLPGR00116. RTSs will be listed in the continuous trading system under the abbreviated name “MLPGROUP-PDA” and the designation “MLGA”.

IMPORTANT INFORMATION

This current report has been prepared pursuant to § 17 sec. 1 point 2 and 4 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares“), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons“). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager“), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

§17 section 1 point 2 and 4 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

Current Report No 28/2022 - 13.12.2022

Statement of KDPW on registration of rights to series F shares in MLP Group S.A. in the securities depository

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) announces that it has received a statement from the Central Securities Depository of Poland (“KDPW“) of 12 December 2022, in which KDPW announced that it had entered into an agreement with the Company to register 2,621,343 rights to series F ordinary bearer shares with a nominal value of PLN 0.25 each (“RTS“) with the ISIN code PLMLPGR00116 (“Statement“) in the securities depository.

In accordance with the Statement, RTSs will be registered subject to their admission to trading on a regulated market, within 3 days of receipt by KDPW of the decision on admission of RTSs to trading on the regulated market.

IMPORTANT INFORMATION

This current report has been prepared pursuant to § 17 sec. 1 point 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares“), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons“). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager“), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

§17 section 1 point 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state

Current Report No 27/2022 - 12.12.2022

Notifications received pursuant to Article 69 of the Act on Public Offering on the purchase of shares and change in the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company“) announces that on 11 December 2022 it received a notification pursuant to Article 69(2)(2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.

The content of the notification is attached to this report.

 

Legal basis:

Article 70 point 1 of the Act on Public Offering – acquisition or disposal of a significant block of shares

Attachments
rb27-2022-eng (zip)
Current Report No 26/2022 - 08.12.2022

Execution of agreements to take up series F shares and specifying the value of the increased share capital of MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to current reports No. 20/2022, No. 21/2022, No. 22/2022,  No. 23/2022 and No. 23/2022/K, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Issuer“, the “Company“), in fulfillment of the obligation set forth in (i) Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014. on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR Regulation“), and in connection with the provisions of (ii) Resolution No. 1 of the Management Board of the Company dated 29 November 2022 on increasing the Company’s share capital through the issuance of not more than 2,621,343 series F ordinary bearer shares (“Series F Shares“) pursuant to the authorization contained in Article 9a of the Company’s Articles of Association, depriving existing shareholders in full of their pre-emptive rights to all Series F Shares, establishing rules for the distribution of Series F Shares, etc. (the “Issuance Resolution“) and (iii) Resolution No. 4/11/2022 of the Management Board dated 29 November 2022 on setting the opening and closing dates for the subscription of the Company’s series F ordinary bearer shares, determining dates of book building process of series F shares and determining the model agreement for the subscription of the Company’s series F ordinary bearer shares (the “Management Board’s Resolution”) announces that the Issuer has entered into agreements with investors to subscribe for 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) Series F Shares, including an agreement to subscribe for 1,082,710 (one million eighty two thousand seven hundred ten) Series F Shares with The Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC“). The required cash contributions to cover all Series F Shares were made in full. At the same time, on 8 December 2022 the Management Board made the final allotment of Series F Shares to the investors with whom it signed the aforementioned subscription agreements for Series F Shares.

At the same time, the Issuer, acting on the basis of § 5 item 9 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and on the conditions for recognizing as equivalent the information required by the laws of a non-member state, hereby provides information on the adoption of a resolution No. 2 by the Management Board on 8 December 2022 to specify the value of the increase in the Company’s share capital, pursuant to the authorization contained in Art. 9a of the Company’s Articles of Association, through the issuance of Series F Shares in the number of 2,621,343. In view of the above, the Company’s share capital will be, upon registration by the registry court, increased from the amount of PLN 5,343,409.75 (five million three hundred forty-three thousand four hundred nine zlotys and seventy-five groszy) by the amount of 655.335.75 PLN (six hundred and fifty-five thousand three hundred and thirty-five zlotys and seventy-five groszy) to the amount of PLN 5,998,745.50 (five million, nine hundred and ninety-eight thousand seven hundred and forty-five zlotys and fifty groszy). The Company will announce the registration of the capital increase in a separate current report.

IMPORTANT INFORMATION

This current report has been prepared in accordance with Article 17 (1) of the MAR Regulation.

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares”), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager”), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

 

Legal basis:

Article 17 (1) MAR Regulation – confidential information

Current Report No 25/2022 - 08.12.2022

Information on transactions on MLP GROUP S.A. shares obtained pursuant to Article 19 of MAR

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Issuer“, “Company“) announces that on 8 December 2022, the Company received a notification of the transaction from Miro LTD with its registered office in Limassol, Cyprus  (an entity closely associated with Mr. Michael Shapiro – Vice – President of the Management Board of the Company) (“MIRO“) notification of the transaction, referred to in Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The transaction referred to in the notification concerns the subscription by MIRO, as part of the increase in the Company’s share capital, of a total of 65.533 ordinary bearer series F shares (“Series F Shares“) for the price of PLN 70 per one Series F Share.

The content of the notification referred to above is attached to this current report.

 

Legal basis:

Article 19(3) of MAR – information on transactions performed by persons discharging managerial responsibilities.

Current Report No 24/2022 - 07.12.2022

Information on transactions on MLP GROUP S.A. shares obtained pursuant to Article 19 of MAR

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Issuer“, “Company“) announces that on 7 December 2022, the Company received a notification of the transaction from Israel Land Development Company Ltd. with its registered office in Bnei Brak, Israel (an entity closely associated with Mr. Shimshon Marfogel – Chairman of the Supervisory Board of the Company and Mr. Oded Setter – Member of the Supervisory Board of the Company) (“ILDC“) notification of the transaction, referred to in Article 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The transaction referred to in the notification concerns the subscroption by ILDC, as part of the increase in the Company’s share capital, of a total of 1,082,710 ordinary bearer series F shares (“Series F Shares”) for the price of PLN 70 per one Series F Share.

The content of the notification referred to above is attached to this current report.

 

Legal basis:

Article 19(3) of MAR – information on transactions performed by persons discharging managerial responsibilities.

Attachments
mlp24_2022-eng (zip)
Current Report No 23/2022/K - 02.12.2022

Correction of the current report No. 23/2022 regarding the determination of the issue price of the new series F shares issued by MLP Group S.A. and the number of series F shares that will be subject to offers to take them up made by the Company.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Issuer“, “Company“) informs that in the current report No. 23/2022 published on December 2, 2022, was given a wrong number of shares that will be offered to the investors:

With reference to current report No. 20/2022, No.21/2022 and No. 22/2022 the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Issuer“, the “Company“), acting in performance of the obligation set forth in (i) Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014. on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR Regulation“) and in connection with the provisions of (ii) Resolution No. 1 of the Management Board of the Company dated 29 November 2022 on increasing the Company’s share capital through the issuance of not more than 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) series F ordinary bearer shares pursuant to the authorization contained in Article 9a of the Company’s Articles of Association (the “Series F Shares“), depriving existing shareholders in full of their pre-emptive rights to all Series F Shares, establishing rules for the distribution of Series F Shares, etc., and (iii) Resolution No. 4/11/2022 of the Management Board dated 29 November 2022 on setting the opening and closing dates for the subscription of the Company’s series F ordinary bearer shares, determining dates of book building process of series F shares and determining the model agreement for the subscription of the Company’s series F ordinary bearer shares announces that:

1.upon completion of the accelerated book-building process for Series F Shares on 1 December 2022, and based on the information on demand for Series F Shares set forth in the book-building process, with the approval of the Supervisory Board, the Company’s Management Board has determined that the issue price of Series F Shares is PLN 70 (in words: seventy zloty) per Series F Share (the “Issue Price“).

2.The Company will make to the investors offers to subscribe for a total of 2.621.343 (in words: two million six hundred twenty one thousand three hundred forty three) Series F Shares; including to The Israel Land Development Company Ltd., Bnei Brak, Israel, an offer to subscribe for a total of 1.082.710 (in words: one million eighty two thousand seven hundred ten) Series F Shares.

IMPORTANT INFORMATION

This current report has been prepared in accordance with Article 17 (1) of the MAR Regulation.

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares”), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager”), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

Article 17 (1) MAR Regulation – confidential information

Current Report No 23/2022 - 02.12.2022

Determination of the issue price of the new series F shares issued by MLP Group S.A. and the number of series F shares that will be subject to offers to take them up made by the Company.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to current report No. 20/2022, No.21/2022 and No. 22/2022 the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Issuer“, the “Company“), acting in performance of the obligation set forth in (i) Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014. on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR Regulation“) and in connection with the provisions of (ii) Resolution No. 1 of the Management Board of the Company dated 29 November 2022 on increasing the Company’s share capital through the issuance of not more than 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) series F ordinary bearer shares pursuant to the authorization contained in Article 9a of the Company’s Articles of Association (the “Series F Shares“), depriving existing shareholders in full of their pre-emptive rights to all Series F Shares, establishing rules for the distribution of Series F Shares, etc., and (iii) Resolution No. 4/11/2022 of the Management Board dated 29 November 2022 on setting the opening and closing dates for the subscription of the Company’s series F ordinary bearer shares, determining dates of book building process of series F shares and determining the model agreement for the subscription of the Company’s series F ordinary bearer shares announces that:

  • upon completion of the accelerated book-building process for Series F Shares on 1 December 2022, and based on the information on demand for Series F Shares set forth in the book-building process, with the approval of the Supervisory Board, the Company’s Management Board has determined that the issue price of Series F Shares is PLN 70 (in words: seventy zloty) per Series F Share (the “Issue Price“).
  • The Company will make: to investors (other than The Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC“)) offers to subscribe for a total of 2.621.343 (in words: two million six hundred twenty one thousand three hundred forty three) Series F Shares; and to ILDC an offer to subscribe for a total of 1.082.710 (in words: one million eighty two thousand seven hundred ten) Series F Shares.

IMPORTANT INFORMATION

This current report has been prepared in accordance with Article 17 (1) of the MAR Regulation.

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares”), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager”), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

Article 17 (1) MAR Regulation – confidential information

Current Report No 22/2022 - 29.11.2022

Execution of a placement agreement and commencement of the book building process in the private placement offering of new series F ordinary bearer shares issued by MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to current reports No. 20/2022 and 21/2022, the Management Board (“Management Board”) of MLP Group S.A. with its registered office in Pruszków (the “Issuer“, the “Company“) announces that on 29 November 2022 the Company has entered into a conditional share placement agreement (the “Placement Agreement“) with Erste Securities Polska S.A. acting as the sole global coordinator, bookrunner, offering agent and settlement agent (the “Offer Manager“) and that the process of book-building commenced for a private subscription of no more than 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) ordinary bearer shares of series F (representing up to 12,2644% of all existing shares in the Company as of the date of the Issuance Resolution) pursuant to the authorization contained in Article 9a of the Company’s Articles of Association (the “Series F Shares“) to be issued by the Company (the “New Shares Offering“).

The book-building process commences immediately after the publication of this current report, and it will be conducted as an accelerated book-building process on the terms described below and is expected to last no longer than until 1 December  2022.

The New Shares Offering is conducted on the terms set out in: (a) the resolution No. 1 of the Management Board of the Company dated 29 November 2022 on increasing the Company’s share capital through the issuance of not more than 2,621,343 (two million six hundred and twenty-one thousand three hundred and forty-three) Series F Shares, depriving existing shareholders of their pre-emptive rights in full to all Series F Shares, determining the rules for distribution of Series F Shares, etc. (the “Issuance Resolution“); (b) in the resolution No. 1 of the Management Board of the Company dated 29 November 2022 on setting the opening and closing dates for the subscription of the Company’s Series F Shares, determining dates of book building process of Series F Shares and determining the model agreement for the subscription of the Company’s Series F Shares (Series F Shares subscription agreements) (the “Management Boards’ Resolution“) and pursuant to the authorization contained in Article 9a of the Company’s Articles of Association. The number of the Series F Shares which will be offered in the bookbuilding process will amount up to 1,310,672 (in words: one million three hundred ten thousand six hundred seventy two) Series F Shares, although taking into account the results of the bookbuilding process, the Company’s Management Board may decide to increase such number by up to additional 1,310,671 (in words: one million three hundred ten thousand six hundred seventy one) Series F Shares.

The Series F Shares will be offered in the territory of Poland in a public offer addressed solely to: (a) qualified investors or investors within the meaning of Article 1(4)(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Prospectus Regulation“); or (b) investors acquiring securities with a total value of at least EUR 100,000 per investor, referred to in Article 1 Section 4(d) of the Prospectus Regulation. The Series F Shares will also be offered in the form of a private placement directed towards institutional investors outside of the United States of America and Poland in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.

On 28 November 2022 the Company received from the Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC“) a declaration addressed to the Company and to the Offer Manager acting as the sole global coordinator for the New Shares Offering that it will subscribe for Series F Shares in a number that will allow ILDC to hold directly and indirectly 41.3037% in the Company’s equity interest. The Company’s Management Board assures that it will allocate the Series F Shares in such a manner as to ensure that ILDC subscribes for the Series F Shares in accordance with ILDC’s above declaration. ILDC’s entitlement to acquire Series F Shares excludes the entitlement of ILDC’s subsidiaries as investors meeting the Eligible Investor criteria set forth below.

The conduct of the New Shares Offering and the admission of the Series F Shares and, if the regulatory requirements for such admission and introduction are met, the rights to the Series F Shares, to trading on the regulated market operated by the Warsaw Stock Exchange, will not require that the Company makes available to the public a prospectus or any other information or offering document within the meaning of applicable laws.

The selection of investors to whom offers to acquire Series F Shares by way of private subscription within the meaning of Article 431 § 2 item (1) of the Commercial Companies Code will be made taking into account the results of the book-building process. In order to participate in the book-building process, each investor should conclude (if not already a party to such an agreement) an appropriate agreement for the acceptance and transmission of orders with the Offer Manager with whom the investor intends to submit a demand declaration.

The Management Board will allocate to the Company’s shareholders who meet the criteria set forth in the Issuance Resolution and who participate in the book-building process and who produce to the Offer Manager, during the book-building process, information (i.e. certificate of the entity maintaining the securities account) confirming the number of the Company’s shares held at the end of the day on the Reference Day (as defined below) of not less than 1% (one percent) of the total number of shares in the Company (“Eligible Investors“), the Series F Shares in such a manner that the Eligible Investors will be allotted a number of Series F Shares not less than such a number that will enable them to maintain their share in the total number of votes at the Company’s general meeting held on the day preceding the day of opening the demand book (“Reference Day“).

In order to exercise their preference to acquire Series F Shares under the terms of the Issuance Resolution, Eligible Investors should send, no later than 1 December  2022, by 3:00 p.m., information on the number of Company shares held by them as of the end of the Reference Day, i.e. 28 November 2022. The information sent should indicate at least the details of the Eligible Investor and the number of Company shares held by that Eligible Investor at the end of the Reference Day. The information should be sent to the Offer Manager. For the purpose of determining the fulfillment of the “Eligible Investor” criterion, the aggregate number of the Company’s shares of all investment funds managed by a single investment fund company will be taken.

Pursuant to the Management Board’s Resolution, after the book-building process is closed and the issue price is determined, the Series F Shares will be pre-allocated according to the following rules:

  • ILDC will be allocated Series F Shares in a number that will allow ILDC, directly and through its subsidiaries, to hold no more than 41.3037% in the Company’s capital equity interest. ILDC’s entitlement to the Series F Shares excludes the entitlement of ILDC’s subsidiaries as investors who meet the Eligible Investor criteria set forth above;
  • the remaining Eligible Investors will be pre-allocated Series F Shares so that their share of the total number of votes at the Company’s general meeting is maintained;
  • the Eligible Investors (in the portion of the order exceeding the number of shares allocated in accordance with (ii) above) and other investors who place an order during the book-building process will be pre-allocated with Series F Shares at the discretion of the Management Board in consultation with the Offer Manager.

Series F Shares not covered by orders placed in the book-building process may, at the discretion of the Management Board in consultation with the Offer Manager, be pre-allocated to investors who have made a demand declaration for Series F Shares or to other investors eligible to participate in the Offer and to participate in the book-building process.

The issue price of the Series F Shares will be determined by the Company’s Management Board, with the approval of the Supervisory Board, primarily, based on the results of the book-building process, as well as taking into account all circumstances affecting the determination of the issue price, including, above all, the macroeconomic and economic situation, the conjuncture prevailing on the capital markets at the time of the book-building process, the Company’s financial situation current at the time of the New Shares Offer, current events and their impact on the Company’s business prospects.

Immediately after the Company announces to the public, in the form of a current report, information on the determined issue price of the Series F Shares, the Company will proceed to conclude agreements with investors from the initial allocation list to subscribe for Series F Shares (subscription agreements), and investors will be required to pay the issue price of the Series F Shares they subscribe for.

It is anticipated that the subscription agreements for the Series F Shares will be concluded by the investors by 8 December 2022, and the payment of cash contributions for the Series F Shares will be made on the dates indicated in the subscription agreements, i.e. no later than 8 December 2022, by 3 p.m..

Pursuant to the Placement Agreement, the Offer Manager has undertaken to provide services to the Company for the placement of the Series F Shares on the terms and conditions set forth therein, in particular to exercise due diligence to attract potential investors. The Placement Agreement does not constitute an obligation on the part of the Offer Manager to purchase or sell any financial instruments and does not guarantee the preparation or conduct of the introduction of the Company’s financial instruments into the organized trading system, the execution of the New Shares Offering or the placement of any other financial instruments of the Company. The Placement Agreement contains standard conditions precedent found in agreements of this type entered into in transactions similar to the New Shares Offering, including conditions related to the occurrence of force majeure and the occurrence of a material adverse change in the Company’s situation. The Placement Agreement also sets forth the conditions entitling the Company to terminate it, typical of agreements of this type. Pursuant to the Placement Agreement, the Offer Manager is entitled to terminate it, in particular, if any of the Company’s representations or warranties made in the Placement Agreement turns out to be inconsistent with the actual factual or legal situation, or if the situation on the financial markets changes in a material way, negatively affecting the possibility of carrying out the New Shares Offering. The Placement Agreement also contains representations and warranties regarding the Issuer, its capital group and its business, to the extent standardly made by issuers of securities in agreements of this type entered into in transactions similar to the New Shares Offering. Under the terms of the Placement Agreement, the Offer Manager and the other persons named therein will be indemnified against liability and performance with respect to certain claims, liabilities or costs that may be asserted against or raised against the Offer Manager or such other persons in connection with the Placement Agreement (the so-called indemnification clause).

Subject to standard exclusions, the Issuer has undertaken that without the prior written consent of the Offer Manager, it will not, inter alia, issue, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any securities of the Company for a period of 180 (one hundred and eighty) days from the date of signing the pricing annex to the Placement Agreement regarding the determination of the issue price.

The Management Board and the Offer Manager have received commitment of ILDC, subject to standard exclusions, that, inter alia, neither ILDC nor Thesinger Limited, Nicosia, Cyprus, nor any person acting on its or their behalf or otherwise having the right to impact the decision of such entity to sell the Company’s shares, will offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, cause the Company to issue, or otherwise transfer or dispose of offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, cause the Company to issue, or otherwise transfer or dispose of any securities of the between the date of opening of the book-building process in the accelerated book building and the date falling 180 days following first day of trading of the rights to the shares on the regulated market operated by the Warsaw Stock Exchange without a written consent of the Manager.

IMPORTANT INFORMATION

This current report has been prepared in accordance with Article 17 (1) of the MAR Regulation.

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of its shares. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the Company’s shares referred to in this current report (the “Series F Shares”), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series F Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series F Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series F Shares or their subscription.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Series F Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. United States Securities Act of 1933) (the “U.S. Securities Act“) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series F Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the F Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series F Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series F Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus.

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are (i) qualified investors within the meaning of the Prospectus Regulation or (ii) investors referred to in Article 1.4(d) of the Prospectus Regulation; (iii) other persons to whom it may be communicated in accordance with the law (all such persons collectively referred to as “Eligible Persons“). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Authorized Persons and may be undertaken only by Authorized Persons.

This current report has been published by the Company, which is also solely responsible for it. Erste Securities Polska S.A. (in its role as global coordinator, bookrunner and settlement and offering agent)(“Manager“), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, express or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded.

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series F Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series F Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the contents of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series F Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series F Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series F Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series F Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and projections of future events. These statements, which sometimes use words such as “intend,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company’s control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. Statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company’s earnings in the current or future fiscal year will match or exceed the Company’s historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series F Shares. Any investment decision to subscribe for or purchase Series F Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor’s decision to offer or subscribe for the Series F Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Legal basis:

Article 17 (1) MAR Regulation – confidential information

Current Report No 21/2022 - 29.11.2022

Adoption by the Management Board of MLP Group S.A. of a resolution to increase the Company's share capital as authorized by the Company's Articles of Association (authorized capital) through the issuance of Series F ordinary shares.

Details

This communication is not directed to or intended for any recipients having a residence, registered office, governing body, principal establishment in the United States of America, Australia, Canada, Japan or subject to any other jurisdiction where it is restricted or prohibited. The above disclaimer also applies to citizens of these countries.

With reference to current report No. 20/2022 and acting on the basis of § 5 item 9 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent information required by the laws of a non-member state, the Management Board (the “Management Board”) of MLP Group S.A. (the “Issuer“, the “Company“) announces that on November 29, 2022, following the approval of the Supervisory Board, the Management Board adopted a resolution on the increase of the Company’s share capital through the issuance of series F shares (“Series F Shares“) in a number not exceeding 2,621,343 and depriving the Company’s existing shareholders’ pre-emptive rights to Series F Shares in full, in order to further develop the Issuer. The resolution was adopted pursuant to the authorization contained in Article 9a of the Company’s Articles of Association. The Management Board intends to offer Series F Shares only to qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Regulation“) or to investors referred to in Article 1(4)(d) of the Regulation, including investors who: (i) will be shareholders of the Company as of the day preceding the day of the book-building (i.e. 28 November 2022, close of business) (the “Reference Day“) and (ii) will present, during the book-building process for the Series F Shares, information (i.e. certificate of the entity maintaining the securities account) on the number of shares in the Company held at the end of the day on the Reference Day by a given investor, whereby the number of shares held by such investor at the end of the day on the Reference Day may not be less than 1% (one percent) of the total number of shares in the Company (the “Eligible Investors“) (whereby, in the case of investment funds, this may be the total number of shares in the Issuer held by more than one fund that is managed by the same investment fund company).

The intention of the Management Board is to allot Series F Shares to each Eligible Investor who, during the book-building process, submits a declaration or declarations to acquire Series F Shares at a price not lower than the issue price of Series F Shares set by the Board, in such number – with priority before the allotment of the remaining Series F Shares, which – after the issuance of Series F Shares – will enable such Eligible Investor to maintain a share in the total number of votes at the Company’s General Meeting not lower than the share in the total number of votes at the Company’s General Meeting held by such Eligible Investor at the end of the day on the Reference Date. At the same time, on November 28, 2022 the Management Board received a letter from the Israel Land Development Company Ltd. with its seat in Bnei Brak, Israel (“ILDC“) informing that ILDC will subscribe for Series F Shares at the issue price determined in the book-building process. The number of Series F Shares for which ILDC will subscribe will correspond to the number that will allow the ILDC group, directly and through its subsidiaries, to hold no more than 41.3037% in the Company’s capital (equity interest). ILDC’s entitlement to subscribe for Series F Shares excludes the entitlement of ILDC’s subsidiaries as investors who meet the Eligible Investor criteria set forth above.

Disclaimer:

 

This current report is for informational purposes only and the purpose of its publication by the Company is solely to provide information on the Company’s activities in connection with the Company’s intention to raise funds through the issuance of the Company’s Series F Shares with the simultaneous deprivation of the Company’s existing shareholders’ pre-emptive rights to the Series F Shares in their entirety, in order to further develop the Issuer. This current report does not serve in any way, directly or indirectly, to promote the subscription of new issue shares and is not promotional material prepared or published by the Company for the purpose of promoting new issue shares or their subscription or encouraging, directly or indirectly, their purchase or subscription. The Company has not yet published any material aimed at promoting new issue shares or their subscription.

 

This material is not directed at or intended for any audience having a residence, registered office, governing body, principal establishment in the United States, Australia, Canada, Japan or subject to any other jurisdiction where this is restricted or not permitted. The above stipulation also applies to citizens of these countries. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.

 

 

Legal basis:

Article 56 (1) (2) of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies – Current and Periodic Information.

Current Report No 20/2022 - 29.11.2022

Disclosure of delayed inside information on the decision of the Management Board of MLP Group S.A. to undertake analysis and preliminary work by MLP Group S.A. for the purpose of preparing and possibly taking action to increase the Company's share capital as authorized by the Company's Articles of Association (authorized capital) through the issuance of common shares.

Details

This communication is not directed to or intended for any recipients having a residence, registered office, governing body, principal establishment in the United States of America, Australia, Canada, Japan or subject to any other jurisdiction where this is restricted or not permitted. The above disclaimer also applies to citizens of these countries.

The Management Board (“Management Board”) of MLP Group S.A. (“Issuer“, “Company“) acting pursuant to Article 17 (1) and (4) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on Market Abuse (the “Market Abuse Regulation“) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR Regulation“), hereby provides delayed inside information on the Management Board’s decision on the Company’s decision to undertake analysis and preliminary work for the purpose of preparing and possibly taking action to increase the Company’s share capital by issuing ordinary shares pursuant to the authorization contained in Article 9a of the Company’s Articles of Association, within the limits of the provisions of Article 9a of the Company’s Articles of Association introducing a target share capital increase, by an amount not exceeding PLN 655,335.75 (“Inside Information“).

Pursuant to Article 17(4) of the MAR Regulation, the public disclosure of the Inside Information in question was delayed on November 22, 2022.

Content of delayed Inside Information:

The Management Board announces that on November 22, 2022 it made a decision that MLP Group S.A. (the “Issuer“, the “Company“) will engage in the analysis and will perform preliminary work for the purpose of preparing and possibly taking action to increase the Company’s share capital through the issuance of no more than 2,621,343 ordinary series F bearer shares pursuant to the authorization contained in Article 9a of the Company’s Articles of Association (the “Series F Shares“).

The Management Board decided to conduct economic and legal analyses aimed at selecting the optimal legal and economic structure, from the Company’s point of view, that would enable the issuance of Series F Shares by way of a public offering, while excluding the obligation to prepare a prospectus.

Reasons justifying the delay in providing the Inside Information: 

In the opinion of the Management Board – at the time of the decision to delay – the delay in the disclosure of the Inside Information met the conditions set forth in the MAR Regulation and the European Securities and Markets Authority’s guidelines on the Market Abuse Regulation of October 20, 2016, issued pursuant to Article 17 (11) of the MAR Regulation. In the opinion of the Management Board, immediate disclosure of the Inside Information, and therefore even before the stage of the Company’s analyses of the possible issue of Series F Shares and its course, could have violated the legally justified interests of the Company and its capital group. Communicating to the public about the commencement of economic and legal analyses, could be perceived as a decision to start work directly related to the conduct of the offering. In the event of a negative outcome of these analyses and, as a result, the Company’s failure to proceed with work directly related to carrying out the offering, the immediate communication of inside information would have a negative impact on the Company’s credibility. It could also have a negative impact on the success of a possible issuance of Series F Shares. Accordingly, immediate disclosure of the Confidential Information could have negatively affected the Issuer’s ability to achieve its business and financial objectives. In addition, the probability of the actual issuance was difficult to determine at the time of the decision to delay the Inside Information.

In the opinion of the Management Board, there were no indications that delaying the disclosure of the above Inside Information could mislead investors, particularly given the lack of prior public announcements on the part of the Company on the matter to which the Inside Information relates (with particular reference to the lack of announcements ruling out the possibility of a share issue). Accordingly, premature publication of the Inside Information could mislead investors as to the likelihood of the occurrence and conditions of a possible share issue, as well as result in investors making an erroneous assessment of this information in terms of, among other things, its impact on the Issuer’s share price.

At the same time, the Management Board assures that it has taken the steps required by the MAR Regulation to maintain the confidentiality of the delayed Inside Information until it is made public, in particular, through the internal information circulation and protection procedure implemented at the Company’s group level. At the time of the decision to delay public disclosure of the Confidential Information, in accordance with Article 18 of the MAR Regulation, a list of persons with access to the Inside Information was compiled, which was monitored on an ongoing basis and updated as necessary. The Inside Information was delayed until November 29, 2022.

Bearing in mind the legitimate interests of the Issuer and its shareholders, as well as meeting the legal requirements of the MAR Regulation, the Issuer will provide information on further actions, if such information has the valence of Inside Information, in a separate report.

Pursuant to the wording of the third paragraph of Article 17(4) of the MAR Regulation, immediately after the delayed Inside Information is made public, the Issuer shall inform the Polish Financial Supervision Commission of the delayed disclosure of the Inside Information, together with an indication of the fulfillment of the prerequisites for such delay. At the same time, the delayed Inside Information will not be disclosed to the public if, prior to the deadline for its public disclosure, it loses the value of inside information, in particular as a result of the Issuer’s withdrawal from its intention to increase the share capital through the issue of Series F Shares.

It is the Company’s intention to issue the Series F Shares through a public offering addressed exclusively to certain categories of investors for whom no prospectus or other offering document is required for such offering.

Disclaimer:

This current report is for informational purposes only, and the purpose of its publication by the Company is solely to provide information on the Company’s activities in connection with the Company’s intention to raise funds through the issuance of Series F Shares with the simultaneous deprivation of the Company’s existing shareholders’ pre-emptive rights to the Series F Shares in their entirety, in order to further the Issuer’s development. This current report does not serve in any way, directly or indirectly, to promote the subscription of new issue shares and is not promotional material prepared or published by the Company for the purpose of promoting new issue shares or their subscription or encouraging, directly or indirectly, their purchase or subscription. The Company has not yet published any material aimed at promoting new issue shares or their subscription.

This material is not directed at or intended for any recipients who have their residence, registered office, governing body, principal establishment in the United States, Australia, Canada, Japan or subject to any other jurisdiction where this is restricted or not permitted. The above stipulation also applies to citizens of these countries. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.

 

Legal basis:

Article 17 (1) and (4) MAR Regulation – inside information

Current Report No 19/2022/K - 25.11.2022

Correction of Current Report No. 19/2022 on amendment of the Bond Issue Program and conclusion of an annex to the issue agreement regarding the establishment of a bond issue program

Details

The Management Board of MLP Group S.A. (the “Company”) announces that Current Report No. 19/2022, issued on November 25th 2022, contained the following erroneous incomplete report:

 

“With reference to the current report No. 18/2022 on September 23, 2022, the Management Board of MLP Group S.A. (the “Company”) informs that on the basis of the adopted resolution No. 3/11/2022 on the amendment of the bond issue program and the Company’s adoption of the necessary actions related to the change of the program (“Resolution“), on November 25, 2022, the Company has concluded with mBank S.A. with its registered office in Warsaw, as the organizer, calculation agent, technical agent, issue agent and dealer an annex (“Annex“) to the issue agreement of September 23, 2022 regarding the establishment of a bond issue program (the “Agreement“). On the basis of the Resolution and the Annex, Bonds may be issued in euro (EUR) as well as in Polish zlotys (PLN) as part of the bond issue program (the “Program“).”

 

The complete report is:

 

“With reference to the current report No. 18/2022 on September 23, 2022, the Management Board of MLP Group S.A. (the “Company”) informs that on the basis of the adopted resolution No. 3/11/2022 on the amendment of the bond issue program and the Company’s adoption of the necessary actions related to the change of the program (“Resolution“), on November 25, 2022, the Company has concluded with mBank S.A. with its registered office in Warsaw, as the organizer, calculation agent, technical agent, issue agent and dealer an annex (“Annex“) to the issue agreement of September 23, 2022 regarding the establishment of a bond issue program (the “Agreement“). On the basis of the Resolution and the Annex, Bonds may be issued in euro (EUR) as well as in Polish zlotys (PLN) as part of the bond issue program (the “Program“).

 

Commentary of the Management Board: The conclusion of the Annex and the change of currency by adding the possibility of issuing bonds also in Polish zlotys (PLN) result from the Management Board’s consideration of the possibility of the Company issuing bearer bonds under the Programme in a public offering (“Bonds“) in the fourth quarter of this year. The decision on whether to offer the Bonds to investors by way of a public offering will be made after an analysis of the market situation. Due to the fact that the Company obtains a significant majority of its  revenues in a currency other than PLN – EURO, the Company – in the case of the issue of Bonds – will conclude an appropriate agreement hedging currency and interest rate risk. In the event of a decision to conduct an offer, the final parameters of the Bonds will be determined through conversations with investors and book-building.”

 

Legal basis:

Article 17 sec.1 of MAR, inside information

Current Report No 19/2022 - 25.11.2022

Amendment of the Bond Issue Program and conclusion of an annex to the issue agreement regarding the establishment of a bond issue program

Details

With reference to the current report No. 18/2022 on September 23, 2022, the Management Board of MLP Group S.A. (the “Company”) informs that on the basis of the adopted resolution No. 3/11/2022 on the amendment of the bond issue program and the Company’s adoption of the necessary actions related to the change of the program (“Resolution“), on November 25, 2022, the Company has concluded with mBank S.A. with its registered office in Warsaw, as the organizer, calculation agent, technical agent, issue agent and dealer an annex (“Annex“) to the issue agreement of September 23, 2022 regarding the establishment of a bond issue program (the “Agreement“). On the basis of the Resolution and the Annex, Bonds may be issued in euro (EUR) as well as in Polish zlotys (PLN) as part of the bond issue program (the “Program“).

 

 

Legal basis:

Article 17 sec.1 of MAR, inside information

CURRENT REPORT 18/2022 - 23.09.2022

Termination of the Bond Issue Programme. Establishment of a new bond issue programme and conclusion of an issue agreement regarding establishment of a bond issue program

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków wishes to make the following statement. It passed resolution no 1/09/2022 dated September 23, 2022 (“Resolution”) regarding, i.e. termination of the Bond Issue Programme, specifying the maximum acceptable total value of the bonds issued and not redeemed as EUR 100,000,000, established under resolution no 3/12/2019 of the Management Board of the Company dated December 9, 2019 amended by resolution of the Management Board of the Company no 1/10/2021, adopted on October 7 and 8, 2021, which the Management Board reported in current reports no 11/2019 and 11/2019/K dated
December 18, 2019 and current update report no 30/2021 dated October 8, 2021 (“OldProgramme”).

In relation to the termination of the Old Programme, the Management Board of the Company has resolved in the Resolution on establishment of a new bond issue programme (“New Programme”), under which the Company may repeatedly issue bonds up to the maximum aggregate nominal value of all bonds issued under the New Programme and not redeemed worth a total of EUR 100,000,000. On September 23, 2022 on the basis of the Resolution, the Company concluded an issue agreement regarding establishment of the New Programme with mBank S.A. as an organizer, calculation agent, technical agent, offering agent and dealer (“Agreement”).

The Bonds issued within the Programme shall be offered: (i) in a public offering pursuant to Article 33 sec. 1 of the Act on Bonds dated January 15, 2015 (consolidated text Journal of Laws of 2022, item 454, as amended; “Act on Bonds”), which will not be subject to the obligation of drawing up a prospectus or securities note and its approval or (ii) in an offering other than public, pursuant to Article 33 sec. 2 of the Act on Bonds.

The New Programme provides for the issue by the Company, under the terms of the Agreement, of bonds in more than one series in a total amount up to EUR 100,000,000, which is the maximum allowable total value of bonds issued and outstanding under the New Programme. The bonds issued in accordance with the Agreement will be unsecured bonds, entitling the bondholders only to receive pecuniary benefits. The bonds will be introduced to the alternative trading system operated by the Warsaw Stock Exchange S.A. The maturity of bonds issued under the New Programme will not
exceed 60 months. Detailed terms and conditions of the issue of particular series of bonds will be determined each time in the relevant issue documents.

Legal basis:
Article 17 sec.1 of MAR, inside information

Current Report No 17/2022 - 26.07.2022

Appointment of Members of MLP Group Supervisory Board and Management Board for the current term

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on July 26th 2022 the Supervisory Board appointed Ms Monika Dobosz to the Management Board for a current term. Ms Monika Dobosz is the Member of the Management Board of the Company.

Ms Monika Dobosz has over 20 years of professional experience in finance and accounting, out of which 14 years’ experience in the real estate sector. She joined MLP Group in 2009 as a Head of Financial Reporting. In 2014 she was appointed for post of Finance Director. In this role she is responsible for the financial reporting, managing the budgeting process for capital group and its subsidiaries, arranging new sources of finance for the Group investments and supervising the accounting, controlling and reporting teams. Prior to MLP Group she worked at Fadesa Polnord Polska Sp. z o.o., Parker Hannifin Sp. z o.o., as a Deputy Chief Accountant. She is a graduate of the Poznań University of Economics in field of Banking and Warsaw Schools of Economics in field of Financial Reporting.

According to Ms Monika Dobosz’s representations, she is not engaged in any activities outside the Company’s business which would compete with the Company’s business, she is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The Management Board of the Company further announces that on July 26th 2022 the Supervisory Board appointed Ms Agnieszka Góźdź to the Management Board for a current term. Ms Agnieszka Góźdź is the Member of the Management Board of the Company.

Agnieszka Góźdź is responsible for the new leasing businesses and land development in Poland. She also suppports MLP Group’s new market entry in Europe and development. She joined the MLP Group team seven years ago. She has 16 years of experience in leasing commercial space. Before joining the MLP Group, she worked as an expert for the leading real estate consultancy firms, among others: Cushman & Wakefield, CA IMMO Real Estate Management Poland, AXI IMMO GROUP, King Sturge. She is a graduate of the Private College of Business and Administration in Warsaw. She has also completed a post-graduate course in commercial property management at the Warsaw University of Technology.

According to Ms Agnieszka Góźdź’s representations, she is not engaged in any activities outside the Company’s business which would compete with the Company’s business, she is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

Legal basis:

Par. 5.5 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Current Report No 16/2022 - 22.07.2022

Issue of Series E bonds by MLP Group

Details

Further to Current Report No. 15/2022 of July 7, 2022, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on July 22, 2022 6,000 Series E bearer bonds of the Company, with a nominal value of EUR 1,000 per bond and a total nominal value of EUR 6,000,000, (the “Bonds”), were duly paid up.

On the primary market, 8 entities (including sub-funds) placed subscription orders for a total of 6,000 Bonds.

Ultimately, the Company’s Management Board allotted 6,000 Bonds to those 8 entities (including subfunds).

The Bonds were registered with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.; “CSDP”) under ISIN code PLMLPGR00108.

For other parameters of the Bonds, see Current Report No. 15/2022 of July 7, 2022.

Pursuant to Resolution No. 698/2022 of the Warsaw Stock Exchange Management Board dated July 20, 2022, the Bonds were introduced to Catalyst as of the date of their registration with the CSDP, i.e., July 22, 2022.

Legal basis:
Article 17(1) of MAR – Inside information.

Current Report No 15/2022 - 07.07.2022

Resolution by the Management Board of MLP Group S.A. on issue of Series E bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) announces that on July 7, 2022 the Company’s Management Board passed a resolution on the issue, by way of a public offering to qualified investors, of up to 6.000 Series E bearer bonds of the Company with a nominal value of EUR 1,000 per bond and total nominal value of up to EUR 6,000,000 (the “Bonds”).

The Bonds will be issued on July 22 2022 at an issue price of EUR 1,000 per Bond.

The Bonds will pay variable interest at 3M EURIBOR plus a margin.

The Bonds will be unsecured instruments.

The objectives of the issue were not specified.

The redemption date of the Bonds is January 22, 2024.

The Company will apply for registration of the Bonds in the depository maintained by the Central Securities Depository of Poland and for introduction of the Bonds to trading in the alternative trading system organised by the Warsaw Stock Exchange, as will be announced in a separate current report.

Legal basis:

Article 17(1) of MAR – Inside information.

Current report No 14/2022 - 24.06.2022

Intention to issue bonds

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) informs that in connection with the bond issue program providing for the maximum permitted total value of issued and unredeemed bonds in the amount of EUR 100,000,000, established by the resolution of the Management Board of the Company of 9 December 2019, No. 3/12/2019 and amended by the resolution of the Management Board of the Company No. 1/10/2021 (“Program”), about which the Company has informed in current reports No. 11/2019 and No. 11/2019/K of 18 December 2019 and current report No. 30/2021 of 8 October 2021, has decided to proceed with the analysis and works related to preparation of activities aimed at contemplated by the Company issue of the bonds under the Program in a public offering. The contemplated by the Management Board of the Company date of issue of the bonds is the third quarter of 2022.

Legal basis:

Article 17 sec. 1 of MAR, inside information.

Current Report No 13/2022 - 08.06.2022

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on June 8th, 2022 the Company received a notification made pursuant to Article 19 of the MAR on transactions conducted by an obliged person, Oded Setter, a member of the Company’s Supervisory Board.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
CR13 (zip)
Current Report No 12/2022 - 01.06.2022

Registration of changes in the statute of MLP GROUP S.A.

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”), in connection with adoption, on May 16th, 2022, by the Extraordinary General Meeting of the Company (“EGM”) of resolutions no. 1 and 2 on amending of the Company’s statute (the “Statute”), informs about receiving by the Company information that on June 1st, 2022 the District Court for the capital city of Warsaw in Warsaw, XIV Commercial Division of the National Court Register, has registered changes in the Statute in accordance with the above mentioned resolutions of the EGM, i.e. amendment of Articles 9a and 25.1 of the Statute, and an authorized capital in the amount of PLN 655,335.75 determined in the EGM’s resolution no 1.

 

As a result of the amendments in the text of the Statute, the Company’s Management Board provides below the new text of Articles 9a and 25.1. of the Statute:

 

Article 9a of the Statute:

„9a.1 The Company’s Management Board is authorised, pursuant to Article 444 of the Commercial Companies Code, to increase the Company’s share capital by no more than PLN 655,335.75 (six hundred and fifty-five thousand three hundred and thirty-five zlotys and 75/100) (the “Authorised Capital”) through a single issue of series F shares, for a period not exceeding three years, starting from the date of registration by the competent  registry court of an amendment to the statute which introduces the Management Board’s power contained herein. The Management Board may exercise the authorisation granted to it by making one increase of the share capital through an issue of series F shares, within the limits of the Authorised Capital. An increase of the share capital within the limits of the Authorised Capital may only be made for cash contributions.

9a.2 The Management Board is authorized to perform all activities related to the issue of shares within the limits of the Authorized Capital, in particular to:

1) determine the amount of the share capital increase, including the minimum and maximum amount of the share capital increase,

2) subject to the prior consent of the Supervisory Board, deprive shareholders of their preemptive rights to shares issued under the authorisation contained in this Article 9a,

3) subject to obtaining the Supervisory Board’s subsequent consent, determine the issue price of the shares, however, if the existing shareholders are deprived of their pre-emptive rights to shares issued within the limits of the Authorised Capital, the price should be determined on the basis of book-building in an offer non-discriminatory to the Company’s existing shareholders,

4) setting the opening and closing dates for the subscription of shares issued within the limits of the Authorised Capital,

5) determine the terms and conditions for placing subscriptions for shares issued within the limits of the Authorised Capital, including the division of shares issued within the limits of the Authorised Capital into tranches and making shifts between tranches,

6) conclude agreements with entities authorised to accept such subscriptions, as well as to determine the places where subscriptions for shares issued under the Authorised Capital will be accepted

7) determine other principles of allocation and distribution of shares issued within the limits of the Authorised Capital within particular tranches,

8) allocate shares issued within the limits of the Authorised Capital within particular tranches, however, in such a manner that allows the existing shareholders of the Company that are allowed addressees of the offering to be allotted with new series F shares in such numbers that allows them to maintain their share in the share capital of the Company after the registration of the series F shares issuance,

9) conclude a firm commitment underwriting agreement or standby underwriting agreement, if the Management Board considers it appropriate,

10) conclude an agreement with Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland) on the registration of securities, referred to in Article 5 of the Act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2020, Item 89), in order to dematerialise them,

11) perform all factual and legal actions necessary to admit and introduce the shares issued under the Authorised Capital to trading on the regulated market on Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange),

12) perform all factual and legal actions necessary to admit and introduce to trading on the regulated market on Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) the rights to shares created as a result of the subscription and allocation of shares issued within the limits of the Authorised Capital.

9a.3 Shares issued under the authorisation of the Management Board, within the limits of the Authorised Capital, shall not have any preference over the existing shares.

9a.4 This authorisation does not include the authorisation to increase the share capital from the Company’s own funds.

9a.5 The resolution of the Company’s Management Board adopted in accordance with Article 9a.1 above replaces the resolution of the General Meeting on the increase of the share capital and, for its validity, requires the form of a notarial deed. After subscription of the shares, the Management Board is entitled to introduce changes to the text of the statute which result from the issue within the limits of the Authorised Capital, by specifying the amount of the share capital and number of series F shares.”

 

Article 25.1 of the Statute:

“The Management Board shall consist of two to five members, appointed and dismissed by the Supervisory Board. The President of the Management Board shall be elected by the Supervisory Board.”

 

Legal basis:

Par. 5 point 1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th, 2018

 

Current Report No. 11/2022 - 16.05.2022

List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of MLP GROUP S.A., Pruszków

Details

The Management Board of MLP GROUP S.A. of Pruszków (the “Company”) announces that the shareholders present at the Extraordinary General Meeting of the Company on May 16th 2022 held 17.378.331 voting rights. Accordingly, 81,31 % of the Company’s share capital, consisting of 21.373.639 shares, each carrying one voting right, was represented at the Extraordinary General Meeting.
The shareholders who held 5% or more of total voting rights at the Extraordinary General Meeting on May 16th 2022 were:
1. CAJAMARCA HOLLAND B.V. of Amsterdam, the Netherlands, holding 10,242,726 voting rights, representing 58.94 % of voting rights at that General Meeting and 47.92 % of total voting rights in the Company,
2. THE ISRAEL LAND DEVELOPMENT COMPANY LTD of Bnei-Brak, Israel, holding 1,933,519 voting rights, representing 11.13 % of voting rights at that General Meeting and 9.05 % of total voting rights in the Company
3. Thesinger Limited of Nicosia, Cypr, holding 1,771,320 voting rights, representing 10.19 % of voting rights at that General Meeting and 8.29 % of total voting rights in the Company
4. MetLife OFE of Warsaw, holding 1,500,000 voting rights, representing 8.63 % of voting rights at that General Meeting and 7.02 % of total voting rights in the Company.

Legal basis:
Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Current Report No. 10/2022 - 16.05.2022

Resolutions passed by Extraordinary General Meeting of MLP Group S.A. with its registered office in Pruszków on May 16th, 2022

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby publishes the resolutions passed by the Company’s Extraordinary General Meeting on May 16th, 2022.

 

The resolutions are attached as an appendix to this report.

 

 

Legal basis:

Art. 56 sec. 1 point 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th, 2005

Par. 19 sec. 1 point 6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th, 2018

 

Current Report No. 9/2022 - 16.05.2022

List of shareholders holding at least 5% of votes at the Annual General Meeting of MLP GROUP S.A., Pruszków

Details

The Management Board of MLP GROUP S.A. of Pruszków (the “Company”) announces that the shareholders present at the Annual General Meeting of the Company on May 16th 2022 held 17.378.331 voting rights. Accordingly, 81,31 % of the Company’s share capital, consisting of 21.373.639 shares, each carrying one voting right, was represented at the Annual General Meeting.
The shareholders who held 5% or more of total voting rights at the Annual General Meeting on May 16th 2022 were:
1. CAJAMARCA HOLLAND B.V. of Amsterdam, the Netherlands, holding 10,242,726 voting rights, representing 58.94 % of voting rights at that General Meeting and 47.92 % of total voting rights in the Company,
2. THE ISRAEL LAND DEVELOPMENT COMPANY LTD of Bnei-Brak, Israel, holding 1,933,519 voting rights, representing 11.13 % of voting rights at that General Meeting and 9.05 % of total voting rights in the Company
3. Thesinger Limited of Nicosia, Cypr, holding 1,771,320 voting rights, representing 10.19 % of voting rights at that General Meeting and 8.29 % of total voting rights in the Company
4. MetLife OFE of Warsaw, holding 1,500,000 voting rights, representing 8.63 % of voting rights at that General Meeting and 7.02 % of total voting rights in the Company.

Legal basis:
Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Current Report No. 8/2022 - 16.05.2022

Resolutions passed by Annual General Meeting of MLP Group S.A. with its registered office in Pruszków on May 16th, 2022

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby publishes the resolutions passed by the Company’s Annual General Meeting on May 16th, 2022.

 

The resolutions are attached as an appendix to this report.

 

Legal basis:

Art. 56 sec. 1 point 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th, 2005

 

Par. 19 sec. 1 point 6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th, 2018

 

Current Report No. 7/2022 - 13.05.2022

Notifications received pursuant to Article 69 of the Act on Public Offering on the sale of shares and change of the share in the total number of votes of the Issuer

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby informs that on 13 May 2022 it received a notification pursuant to Article 69 Sec 2 item 2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

The notification is attached as an appendix to this report.

 

Legal basis:

Art. 70 point 1 of the Act on Offering – acquisition or disposal of a significant block of shares

Attachments
CR 7_2022eng (zip)
Current Report No. 6/2022 - 13.05.2022

Information on transactions in the shares of MLP GROUP S.A. obtained pursuant to Article 19 MAR

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Issuer”, “Company”) announces that on 13 May 2022, Company received from The Israel Land Development Company Ltd. with its registered seat in Bnei Brak, Israel (an entity closely related to Mr. Shimshon Marfogel – Chairman of the Supervisory Board of the Company and Mr. Oded Setter – Member of the Supervisory Board of the Company) (“ILDC”) a notification of a transaction referred to in Art. 19(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The transaction referred to in the notification relates to the acquisition by ILDC in a transaction on the Warsaw Stock Exchange on 13 May 2022 of 100 ordinary shares of the Issuer at a price of PLN 74.60 (seventy four and 60/00) per share.

The contents of the notification referred to above are attached to this current report.

Legal basis:

Article 19 sec. 3 MAR – information on transactions carried out by persons discharging managerial responsibilities.

Attachments
CR6_2022 (zip)
Current Report No. 5/2022/K - 12.04.2022

Correction of current report no. 5/2022

Details

The Management Board of MLP Group S.A. (the “Company”) informs that one incorrect file was attached to current report no. 5/2022 published on 11 April 2022 on the convening of the Extraordinary General Meeting.

Therefore, the Company is republishing the correct attachment.

The remaining content of the current report No. 5/2022 remains unchanged.

 

 

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Current Report No. 5/2022 - 11.04.2022

Notice of Extraordinary General Meeting given by MLP Group S.A. Management Board

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”), acting pursuant to Article 398, Article 399 § 1 and Article 402(1) of the Code of Commercial Partnerships and Companies (hereinafter referred to as “CCC”), and Articles 11.1 and 14 of the Company’s Articles of Association, hereby announces that an Extraordinary General Meeting of the Company has been convened for 16 May 2022, to be held at 11.00 am, at the Company’s registered office in Pruszków, building A3 at ul. 3-go Maja 8.

At the same time, the Management Board of the Company explains that the Extraordinary General Meeting of the Company was convened on the same day as the Ordinary General Meeting of the Company due to the policy of granting proxies by one of the significant shareholders of the Company. The Ordinary General Meeting of the Company has been convened in order to perform actions related to the agenda of the Ordinary General Meeting of the Company, while the Extraordinary General Meeting of the Company has been convened, inter alia, in order to amend the Articles of Association of the Company.

The full text of the announcement on convening the Extraordinary General Meeting of the Company and draft resolutions that are to be the subject of the meeting are published by the Company in the attachment to this report.

 

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

 

Attachments
CR 5 2022 (zip)
Current Report No. 4/2022 - 11.04.2022

Notice of Annual General Meeting given by MLP Group S.A. Management Board

Details

Acting pursuant to Art. 399.1 and Art. 402¹ of the Commercial Companies Code, and Art. 11.1 and Art. 14 of the Company’s Articles of Association, the Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) gives notice of the Annual General Meeting of the Company, to be held at the Company’s registered office at ul. 3-go Maja 8, building A3, in Pruszków from 10 a.m. on May 16th, 2022.

The full text of the notice of the Annual General Meeting of the Company, with draft resolutions to be considered by the General Meeting, is attached to this report.

 

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

 

Attachments
CR 4 2022 (zip)
Current Report No. 3/2022 - 30.03.2022

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on March 30th 2022 the Company received a notification made pursuant to Article 19 of the MAR on transactions conducted by an obliged person, Oded Setter, a member of the Company’s Supervisory Board.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
rb (zip)
Current Report No. 2/2022 - 27.01.2022

Release dates for periodic reports in 2022

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) hereby announces to the public the release dates for the Company’s periodic reports in the financial year 2022:

  • Consolidated annual report for the year ended December 31st 2021 − March 16th 2022,
  • Separate annual report for the year ended December 31st 2021 − March 16th 2022,
  • Consolidated quarterly reports containing condensed separate financial information:
    • Q1 2022 report – May 18th 2022,
    • Q3 2022 report – November 16th 2022,
  • Consolidated half-year report for the six months ended June 30th 2022 containing condensed separate financial information – August 23th 2022.

Furthermore, pursuant to Par. 62.1 and Par. 62.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 the “Regulation”), the Company announces that the consolidated quarterly and half-year reports will contain, respectively, the quarterly and half-year condensed separate financial statements of the parent. The annual report will be drawn up and issued to the public both in the separate and consolidated form.

 

As permitted by Par. 79.2 of the Regulation, the Company will not issue a Q4 2021 or a Q2 2022 quarterly report.

All the periodic reports will be published on the Company’s website (www.mlpgroup.com), in the Investor Relations section.

 

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information,

Par. 80.1 and Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. 2018, item 757).

Attachments
CR_2_2022 (pdf)
Current Report No. 1/2022 - 12.01.2022

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on January 21th 2022 the Company received a notification made pursuant to Article 19 of the MAR on transactions conducted by an obliged person, Oded Setter, a member of the Company’s Supervisory Board.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
rb1_2022 (zip)
Current Report No. 35/2021 - 18.11.2021

Adoption of MLP Group strategy for 2021-2024

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on November 17th 2021 it passed a resolution to adopt the Company’s growth strategy for 2021-2024, the assumptions and objectives of which it hereby discloses to the public.
Following an analysis, the Company decided that it is justified to classify the information referred to above as inside information within the meaning of Article 17(1) the Market Abuse Regulation, subject to publication in the form of this report.

Legal basis:
Article 17(1) of MAR – Inside information.

Current Report No. 34/2021 - 17.11.2021

Issue of Series D notes by MLP Group

Details

Further to Current Report No. 33/2021 of October 26th 2021, the Management Board of MLP Group S.A. (the “Company”) announces that on November 17th 2021 20,000 Series D bearer notes of the Company, with a nominal value of EUR 1,000 per note and a total nominal value of EUR 20,000,000, (the “Notes”), were duly paid up.
On the primary market, 26 entities (including sub-funds) placed subscription orders for a total of 20,000 Notes.
Ultimately, the Company’s Management Board allotted 20,000 Notes to those entities (including sub-funds).
The Notes were registered with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) under ISIN code PLMLPGR00090.
For other parameters of the Notes, see Current Report No. 33/2021 of October 26th 2021.
Pursuant to Resolution No. 1145/2021 of the WSE Management Board dated November 12th 2021, the Notes were introduced to Catalyst as of the date of their registration with the Central Securities Depository of Poland, i.e., November 17th 2021.
Legal basis:
Article 17(1) of MAR – Inside information.

Attachments
CR 34 2021 (pdf)
Current Report No. 33/2021 - 27.10.2021

Resolution by MLP Group Management Board on issue of Series D notes

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on October 26th 2021 the Company’s Management Board passed a resolution on the issue, by way of a public offering to qualified investors, of up to 20,000 Series D bearer notes of the Company with a nominal value of EUR 1,000 per note and total nominal value of up to EUR 20,000,000 (the “Notes”).

The Notes will be issued on November 17th 2021 at an issue price of EUR 1,000 per Note.

The Notes will pay variable interest at 6M EURIBOR plus a margin.

The Notes will be unsecured instruments.

The objectives of the issue were not specified.

The redemption date of the Notes is May 17th 2024.

The Company will apply for registration of the Notes in the depository maintained by the Central Securities Depository of Poland and for introduction of the Notes to trading in the alternative trading system organised by the Warsaw Stock Exchange, as will be announced in a separate current report.

 

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
CR 33 2021 (pdf)
Current Report No. 32/2021 - 14.10.2021

Notification of transaction in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company”) announces that on October 14th 2021 the Company received a notification of a transaction referred to in Article 19(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from The Israel Land Development Company Ltd. of Bnei Brak, Israel (an entity closely associated with Mr Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and Mr Oded Setter, Member of the Company’s Supervisory Board) (“ILDC”).

The notified transaction was an acquisition by ILDC of 77,500 ordinary shares in the Company for a price of PLN 74 (seventy-four złoty) per share.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19(3) of MAR − Notification of transactions conducted by persons discharging managerial responsibilities

Current Report No. 31/2021 - 11.10.2021

Notification of transaction in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company”) announces that on October 11th 2021 the Company received a notification of a transaction referred to in Article 19(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from The Israel Land Development Company Ltd. of Bnei Brak, Israel (an entity closely associated with Mr Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and Mr Oded Setter, Member of the Company’s Supervisory Board) (“ILDC”).

The notified transaction was an acquisition by ILDC of 138,000 ordinary shares in the Company executed on the Warsaw Stock Exchange on October 11th 2021, for a price of PLN 74 (seventy-four złoty) per share.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19(3) of MAR − Notification of transactions conducted by persons discharging managerial responsibilities

 

Current Report No. 30/2021 - 08.10.2021

Amendment of Notes Programme and execution of annex to issue agreement concerning establishment of Notes Programme

Details

Further to Current Report No. 11/2019 and Current Report No. 11/2019/K of December 18th 2019, the Management Board of MLP Group S.A. (the “Company”) announces that, by way of a circulation procedure held on October 7th and October 8th 2021, it passed Resolution No. 1/10/2021 to amend the notes programme and take all necessary steps related to amending the programme (the “Resolution”), pursuant to which on October 8th 2021 the Company executed an annex (the “Annex”) to the issue agreement of December 18th 2019 concerning establishment of the notes programme, signed with Bank Polska Kasa Opieki S.A. of Warsaw as the arranger, calculation agent, dealer, technical agent, offering broker and bookrunner, and with Pekao lnvestment Banking S.A. of Warsaw as the arranger, technical agent, offering broker and dealer (the “Agreement”). Pursuant to the Resolution and the Annex, the notes programme (the “Programme”) has been increased from EUR 60,000,000 to EUR 100,000,000, representing the maximum permitted total value of notes issued and outstanding under the Programme.

Comment from the Management Board:

The execution of the Annex and the steps taken to increase the maximum value of the notes programme stem from the fact that the Management Board is considering issuing bearer notes under the Programme by way of a public offering (the “Notes”) in the fourth quarter of this year. The decision on whether the Notes will be offered to investors in a public offering will be made following a market situation analysis. If a decision is made to carry out an offering, the final parameters of the Notes will be determined through discussions with investors and a bookbuilding process.

 

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
CR 30_2021 (pdf)
Current Report No. 29/2021 - 07.10.2021

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on October 7th 2021 the Company received a notification made pursuant to Article 19 of the MAR on transactions conducted by an obliged person, Oded Setter, a member of the Company’s Supervisory Board.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
CR29 2021 (zip)
Current Report No. 28/2021 - 29.09.2021

Notification of transaction in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company”) announces that on September 29th 2021 the Company received a notification of a transaction referred to in Article 19(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from Israel Land Development Company Ltd. of Bnei Brak, Israel (an entity closely associated with Mr Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and Mr Oded Setter, Member of the Company’s Supervisory Board) (“ILDC”).

The notified transaction was an acquisition by ILDC of 65,000 ordinary shares in the Company executed on the Warsaw Stock Exchange on September 28th 2021, for a price of PLN 74 (seventy-four złoty) per share.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Current Report No. 27/2021 - 23.08.2021

Appointment of MLP Group S.A. Supervisory Board’s Audit Committee for another term of office

Details

The Management Board of MLP Group S.A. (the “Company”) announces that in connection with the expiry of the term of office of the Audit Committee on June 30th 2021 and the appointment on June 14th 2021, on June 23rd 2021 by eligible shareholders and on June 30th 2021 by the Annual General Meeting, of new members of the Supervisory Board for a new joint three-year term of office, on August 18th 2021 the Company’s Supervisory Board appointed the following new members of the Audit Committee:

– Maciej Matusiak – Chair of the Audit Committee,

– Eytan Levy – Deputy Chair of the Audit Committee,

– Piotr Chajderowski – Member of the Audit Committee.

The Company’s Management Board further announces that the Audit Committee of this composition meets the independence criteria and the other requirements set forth in Art. 129.1, 129.3.5 and 129.6 of the Act on Statutory Auditors, Audit Firms, and Public Oversight, that is:

  1. at least one member of the Audit Committee has knowledge of and skills in accounting or auditing;
  2. at least one member of the Audit Committee has knowledge and skills relevant for the industry in which the Company operates;
  3. most of the Audit Committee members, including its Chair, are independent of the Company.

 

The Chair of the Audit Committee meets the independence criteria set out in Annex II to Commission Recommendation 2005/162/EC of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.

 

For full biographical notes, employment history and other detailed information about members of the Supervisory Board’s Audit Committee of the new term of office, see Current Report No. 20/2021 of June 16th 2021 and Current Report No. 26/2021 of June 30th 2021.

 

Legal basis:

Art. 56.1.2a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, and Par 5.5 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 27_2021 (pdf)
Current Report No. 26/2021 - 30.06.2021

Appointment of Members of MLP Group Supervisory Board and Management Board for new term

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on June 30th 2021 the Supervisory Board appointed Mr Radosław T. Krochta to the Management Board for a new term. Radosław T. Krochta is the President of the Management Board of the Company. Mr Radosław T. Krochta graduated from the Management and Banking College in Poznań (Finance). In 2003, he completed postgraduate studies in Management at Nottingham University and an MBA postgraduate programme. He has a long track record in corporate finance positions in Poland, Eastern Europe and the United States. In 2001-2004, Mr Krochta served as CFO at Dresdner Bank Polska S.A. He was also Director of the Department of Strategic Consulting at Deloitte Advisory and previously worked as a manager at PWC in Warsaw and in the United States.

According to Mr Radosław T. Krochta’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The Company’s Management Board announces that on June 30th 2021 the Supervisory Board appointed Mr Michael Shapiro to the Management Board for a new term. Mr Michael Shapiro is the Vice President of the Management Board of the Company. Michael Shapiro has over thirty years of experience in the real estate sector. He graduated from the Faculty of Management and Industrial Engineering at the Israel Institute of Technology in Haifa. From 1975 to 2000, he served as Chief Executive Officer and managed Miro Engineering Ltd and S.M. Shapiro Engineers Ltd.

According to Mr Michael Shapiro’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The Management Board further announces that on June 30th 2021 the Supervisory Board appointed Mr Tomasz Zabost to the Management Board for a new term. Tomasz Zabost is a Member of the Management Board of the Company. He has over twenty years of experience in managing commercial properties. Mr Tomasz Zabost graduated from the Faculty of Civil Engineering of the Warsaw University of Technology, with a major in construction. For the last eight years, Mr Zabost was employed at ProLogis, including as Vice President-Head of Project Management. Previously he supported the Spanish construction group Dragados in its efforts to enter the Polish market. During his professional career, he also worked with other industrial space developers and contractors

 

in Poland and abroad. He has worked for such organisations as Liebrecht&Wood, E&L Project and Ghelamco Poland.

According to Mr Tomasz Zabost’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The Management Board of the Company announces that on June 30th 2021 the General Meeting appointed Mr Maciej Matusiak to the Supervisory Board for a new term. Mr Maciej Matusiak is a Member of the Supervisory Board of the Company. The professional bio of Mr Maciej Matusiak and his representations are attached to this report.

The Management Board further announces that according to Mr Maciej Matusiak’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The Management Board announces that on June 30th 2021the General Meeting appointed Mr Piotr Chajderowski to the Supervisory Board for a new term. Mr Piotr Chajderowski was appointed Member of the Supervisory Board of the Company. The professional bio of Mr Piotr Chajderowski is attached to this report.

The Management Board further announces that according to Mr Piotr Chajderowski’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

Legal basis:

Par. 5.5 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Art. 56.1.2 of the Public Offering Act − Current and periodic information

 

Attachments
CR 26 2021 (zip)
Current Report No. 25/2021 - 30.06.2021

Shareholders holding 5% or more of total voting rights at MLP GROUP Annual General Meeting

Details

The Management Board of MLP GROUP S.A. of Pruszków (the “Company”) announces that the shareholders present at the Annual General Meeting of the Company on June 30th 2021 held 12,882,707 voting rights. Accordingly, 60.27% of the Company’s share capital, consisting of 21,373,639 shares, each carrying one voting right, was represented at the Annual General Meeting.

The shareholders who held 5% or more of total voting rights at the Annual General Meeting on June 30th 2021 were:

  1. CAJAMARCA HOLLAND B.V. of Amsterdam, the Netherlands, holding 10,242,726 voting rights, representing 79.51% of voting rights at that General Meeting and 47.92% of total voting rights in the Company,
  2. MetLife OFE of Warsaw, holding 1,500,000 voting rights, representing 11.64% of voting rights at that General Meeting and 7.02% of total voting rights in the Company.

Legal basis:

Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
CR 25 2021 (pdf)
Current Report No. 24/2021 - 30.06.2021

Resolutions passed by MLP GROUP Annual General Meeting on June 30th 2021

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) publishes the resolutions passed by the Company’s Annual General Meeting on June 30th 2021.

The resolutions are attached as an appendix to this report.

Legal basis:
Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005
Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Current Report No. 23/2021 - 29.06.2021

Appointment of the MLP Group S.A. Supervisory Board for a new term

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on June 29th 2021 it was notified that one of the Company’s shareholders, Miro LTD of Limassol, Cyprus, in the exercise of its rights under the Company’s Articles of Association, reappointed Guy Shapira to the Company’s Supervisory Board for another term of office on June 23rd 2021. Mr Guy Shapira is a Member of the Supervisory Board of MLP Group S.A.

Mr Guy Shapira graduated with honours from Interdisciplinary Center Herzliya IDC in Israel with degrees from the faculty of Business and Administration (B.A.) and Law (LL.B), specialising in International Business Law. Mr Shapira is also licensed to practice law in Israel. Before appointment to the Supervisory Board, he worked for Steinmetz, Haring, Gurman & Co., a lawfirm in Israel, and was a member of the Audit Committee of the Students Association at IDC.

The Management Board further announces that according to Mr Guy Shapira’s representations, he is not engaged in any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

The professional bio of the candidate is attached as an appendix to this report.

Legal basis:

Par. 5.5 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

 

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Attachments
CR 23_2021 (pdf)
Current Report No. 22/2021 - 22.06.2021

Nomination of candidate for Member of MLP Group Supervisory Board

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that yesterday it received from MetLife Otwarty Fundusz Emerytalny, the nomination of Mr Piotr Chajderowski as a candidate for Member of the Company’s Supervisory Board. The nomination was proposed in connection with the Company’s Annual General Meeting convened for June 30th 2021.

 

The nominee has submitted his consent to the nomination and a declaration on satisfying the independence criteria.

 

The professional bio of the candidate is attached as an appendix to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

 

Attachments
CR 22_2021 (pdf)
Current Report No. 21/2021 - 17.06.2021

Appointment of auditor for 2021–2023

Details

The Management Board of MLP Group S.A. (the “Company”) announces that, under a resolution passed by the Supervisory Board pursuant to Art. 21.2.g) of the Company’s Articles of Association, an auditor has been appointed to audit or review the financial statements of MLP GROUP S.A. and other financial documents. The auditor’s mandate has been awarded to PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., with its registered office in Warsaw, at ul. Polna 11 (entered in the list of audit firms under number 144).

The auditor will be authorised to audit the following documents: the separate financial statements of MLP Group S.A., the consolidated financial statements of its Group and the consolidated group reports drawn up in accordance with the accounting instructions applied by the ILDC Group, and will also be authorised to review the separate financial statements of MLP Group S.A., the consolidated financial statements of its Group and the consolidated group reports drawn up in accordance with the accounting instructions applied by the ILDC Group.

The audit and review engagement covers the years 2021, 2022 and 2023.

The Company already used the services of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. with respect to review and audit of separate and consolidated financial statements and with respect to review and audit of consolidation packages in 2019 and 2020.

Legal basis:

Article 17(1) of MAR – inside information.

Attachments
CR 21_2021 (pdf)
Current Report No. 20/2021 - 16.06.2021

Appointment of the MLP Group S.A. Supervisory Board for a new term

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on June 16th 2021 it was notified that one of the Company’s shareholders, Cajamarca Holland B.V. of Amsterdam, the Netherlands, in the exercise of its rights under the Company’s Articles of Association, reappointed Shimshon Marfogel, Eytan Levy and Oded Setter to the Company’s Supervisory Board for another term of office. Shimshon Marfogel serves as Chairperson of the Supervisory Board, and Eytan Levy and Oded Setter as its members.

Shimshon Marfogel graduated from the Hebrew University of Jerusalem, earning a B.A. (Bachelor of Arts) at the Faculty of Accounting and Economics. He has been employed at Israel Land Development Company Ltd. of Tel Aviv since 1985, first as Chief Accountant (1985-1986), then Vice President and Chief Accountant (1986-2001), and Chief Executive Officer (2001-2004); since 2004, Mr Marfogel has served as Vice President of the Management Board of Israel Land Development Company Ltd.

Eytan Levy graduated from Bar-Ilan University in Ramat Gan, earning a B.A. (Bachelor of Arts) in Political Science. In 1982-1991, he held various managerial positions, including Head of Special Products Division and Vice President of the Management Board for Marketing at the Israel National Post Authority, based in Jerusalem. In 1991-1997, he held various managerial positions, including Director of Security and Logistics, Vice President of the Management Board for Marketing and Sales at the Israel National Telecommunications Company, based in Jerusalem. In 1998-2000, he was a partner in the Israel office of the American law company Gerard Klauer & Mattison, based in Tel Aviv. Since 1997, he has served as Director in Percite Technology, a company incorporated and existing under the laws of Israel.

Oded Setter holds the position of Vice President for Financing, Investments & Business Development at The Israel Land Development Company Ltd. (“ILDC”). He also serves on the Management Boards of Skyline Investments and a subsidiary of ILDC. Mr Setter is a Certified Public Accountant (CPA). He graduated from the Faculty of Law of the Bar-Ilan University, and holds Bachelor’s degrees in Accounting and in Communications and Journalism from the Hebrew University of Jerusalem. His professional experience includes positions as Vice President for Strategy, Finance and Control at Shikun & Binui, Director for Finance, Control and Strategy at Shikun & Binui, a Management Board Member at Shikun & Binui’s subsidiary, Business Finance Director at Arison Investments, and Senior Consultant at KPMG.

The Management Board further announces that according to Shimshon Marfogel’s, Eytan Levy’s and Oded Setter’s representations, they do not conduct any activities outside the Company’s business which would compete with the Company’s business, they are not partners or shareholders in any competing partnership or company, or members of a governing body of any competing company or legal entity, and they are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

 

Legal basis:

Par. 5.4 and Par. 10 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757).

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Attachments
CR 20_2021 (pdf)
Current Report No. 19/2021 - 15.06.2021

Communication from Central Securities Depository of Poland concerning registration of Series E shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on June 15th 2021 the Central Securities Depository of Poland (“CSDP”) issued a communication stating that 1,653,384 Series E ordinary bearer shares in the Company with a par value of PLN 0.25 per share assigned ISIN code PLMLPGR00017 would be registered in the securities depository on June 16th 2021, in accordance with the CSDP Decision No. 766/2021 of June 10th 2021.

 

Legal basis:

Par. 17.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 19_2021 (pdf)
Current Report No. 18/2021 - 11.06.2021

Information on setting last listing day of allotment certificates for Series E shares in MLP Group S.A. and on admission and introduction to stock-exchange trading of Series E shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on June 11th 2021 it was notified of the adoption by the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) of:

  • Resolution No. 599/2021 dated June 11th 2021 on setting June 15th 2021 as the last listing day of the 1,653,384 allotment certificates for Series E ordinary bearer shares in the Company, with a par value of PLN 0.25 per share, assigned ISIN code PLMLPGR00082 by the Central Securities Depository of Poland; and
  • Resolution No. 600/2021 dated June 11th 2021 on admission and introduction to trading on the WSE Main Market of Series E ordinary bearer shares in the Company (the “Resolution”), whereby the WSE Management Board had decided to admit and introduce to trading on the main market from June 16th 2021 1,653,384 Series D ordinary bearer shares in the Company with a par value of PLN 0.25 per share (the “Shares”), subject to registration of the Shares by the Central Securities Depository of Poland on June 16th 2021 and their designation with ISIN code PLMLPGR00017.

Legal basis:

Par. 17.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 18 2021 (pdf)
Current Report No. 17/2021 - 10.06.2021

CSDP’s representation on registration in securities depository of Series E shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that it has received from the Central Securities Depository of Poland (the “CSDP”) a representation dated June 10th 2021 to the effect that CSDP has entered with the Company into an agreement on registration of 1,653,384 Series E ordinary bearer shares in the Company, with a par value of PLN 0.25 per share (the “Shares”), assigned ISIN code PLMLPGR00017 (the “Representation”).

In accordance with the Representation, the Shares will be registered in connection with the closing of accounts maintained for the transferable allotment certificates for shares assigned code PLMLPGR00082, within three days from receipt by the CSDP of the decision to introduce the Shares to trading on the regulated market on which other Company shares assigned the same ISIN code are already listed, but in no case earlier than on the day specified in that decision as the date of introducing the Shares to trading on that regulated market.

Attachments
CR 17 2021 (zip)
Current Report No. 16/2021 - 09.06.2021

Nomination of candidate for Member of MLP Group Supervisory Board

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that yesterday it received from the QUERCUS Parasolowy SFIO funds, together with the QUERCUS Agresywny and QUERCUS Global Balanced, QUERCUS Multistrategy FIZ and QUERCUS Global Balanced Plus FIZ subfunds, managed by Quercus Towarzystwo Funduszy Inwestycyjnych S.A., the nomination of Mr Maciej Matusiak as a candidate for Member of the Company’s Supervisory Board. The nomination was proposed in connection with the Company’s Annual General Meeting convened for June 30th 2021.

 

The professional bio of the candidate and his consent to the nomination are attached as appendices to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

 

Par. 19.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

 

 

 

 

Attachments
CR 16 2021 (pdf)
Current Report No. 15/2021 - 02.06.2021

Notice of Annual General Meeting given by MLP Group S.A. Management Board

Details

Acting pursuant to Art. 399.1 and Art. 402¹ of the Commercial Companies Code, and Art. 11.1 and Art. 14 of the Company’s Articles of Association, the Management Board of MLP Group S.A. of Pruszków (the “Company”) gives notice of the Annual General Meeting of the Company, to be held at the Company’s registered office at ul. 3-go Maja 8, building S5, in Pruszków from 2 pm on June 30th 2021.

The full text of the notice of the Annual General Meeting of MLP Group S.A., with draft resolutions to be considered by the General Meeting, is attached to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Attachments
AGM MLP 2021 (zip)
Current Report No. 14/2021 - 31.05.2021

Registration of share capital increase and amendments to Articles of Association of MLP GROUP

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that the Company has been notified that on May 31st 2021 the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, entered in the Business Register of the National Court Register an increase in the Company’s share capital from PLN 4,930,063.75 to PLN 5,343,409.75 by way of an issue of 1,653,384 Series E ordinary bearer shares with a par value of PLN 0.25 per share pursuant to Resolution No. 1 of the Company’s Management Board of April 22nd 2021 to increase the Company’s share capital through the issue of Series E ordinary shares, to waive all of the existing shareholders’ pre-emptive rights to acquire Series E shares, to define the rules of distribution of Series E shares, including to determine pre-emptive rights of the Company shareholders that are qualified investors or investors subscribing for shares for more than the equivalent of EUR 100,000, to seek admission and introduction of Series E shares and allotment certificates for Series E shares to trading on the regulated market operated by the Warsaw Stock Exchange, to convert Series E shares and allotment certificates for Series E shares into book-entry form, and to authorise entry into an agreement on registration of Series E shares and allotment certificates for Series E shares with the securities depository, as well as relevant amendments to the Company’s Articles of Association made under Resolution No. 2 of the Company’s Management Board of May 5th 2021 to determine an increase in the Company’s share capital through an issue of Series E ordinary bearer shares within the limits of the authorised capital and to amend the Company’s Articles of Association (the “Registration”).

As at the date of this Current Report, the total number of voting rights attached to all outstanding shares in the Company (following the Registration) is 21,373,639, and the Company’s share capital is represented by 21,373,639 Company shares with a par value of PLN 0.25 (twenty-five grosz) per share, including:
1) 11,440,000 Series A bearer shares,
2) 3,654,379 Series B bearer shares,
3) 3,018,876 Series C bearer shares,
4) 1,607,000 Series D bearer shares.
5) 1,653,384 Series E bearer shares.

In addition, as the share capital was increased within the limits of the authorised capital, the Management Board announces that the full amount of the authorised capital has been used.
The Management Board also publishes below the amended wording of Article 9 of the Company’s Articles of Association:
“Article 9
9.1. The share capital of the Company amounts to PLN 5,343,409.75 (five million, three hundred and forty-three thousand, four hundred and nine złoty and seventy-five grosz) and is divided into 21.373.639 (twenty one million, three hundred and seventy-three thousand, six hundred and thirty-nine) Series A, Series B, Series C, Series D and Series E shares with a par value of PLN 0.25 (twenty five grosz) per share.
9.2. All shares in the share capital are ordinary shares and:
1) 11,440,000 (eleven million, four hundred and forty thousand) shares numbered from A 00000000001 to A 00011440000 are Series A bearer shares,
2) 3,654,379 (three million, six hundred and fifty-four thousand, three hundred and seventy-nine) shares numbered from B 0000000001 to B 0003654379 are Series B bearer shares,
3) 3,018,876 (three million, eighteen thousand, eight hundred and seventy-six) shares numbered from C 0000000001 to C 0003018876 are Series C bearer shares,
4) 1,607,000 (one million, six hundred and seven thousand) shares numbered from D 0000001 to D 1607000 are Series D bearer shares.
5) 1.653.384 (one million, six hundred and fifty-three thousand, three hundred and eighty-four) shares numbered from E 0000001 to E 1653384 are Series E bearer shares.”
The consolidated text of the Articles of Association is attached to this report.
Legal basis:
Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Current Report No. 13/2021 - 26.05.2021

Change of issue date for Q1 2021 consolidated interim report

Details

Pursuant to Section 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Management Board of MLP Group S.A. (the “Company”) announces a change of the issue date of the consolidated interim report for the first quarter of 2021. The report will be released on May 30th 2021 (previous issue date: May 31st 2021).

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
CR 13 2021 (pdf)
Current Report No. 12/2021 - 24.05.2021

Communication from Central Securities Depository of Poland concerning registration date of allotment certificates for Series E shares in MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 11/2021 of May 21st 2021, the Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on May 21st 2021 the Central Securities Depository of Poland (“CSDP”) issued a communication stating that 1,653,384 allotment certificates for Series E ordinary bearer shares in the Company with a par value of PLN 0.25 per share assigned ISIN code PLMLPGR00082 would be registered in the securities depository on May 25th 2021, in accordance with the CSDP Decision No. 682/2021 of May 20th 2021.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.13of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 12 2021 (pdf)
Current Report No. 11/2021 - 21.05.2021

Information on admission and introduction to stock-exchange trading of allotment certificates for Series E shares in MLP Group S.A.

Details

Information on admission and introduction to stock-exchange trading of allotment certificates for Series E shares in MLP Group S.A.

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 10/2021 of May 20th 2021, the Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on May 21st 2021 it was notified that the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) had passed Resolution No. 532/2021 of May 21st 2021 on admission and introduction to trading on the WSE Main Market of allotment certificates for Series E ordinary bearer shares in the Company (the “Resolution”), under which the WSE Management Board had decided to admit and introduce to trading on the main market 1,653,384 allotment certificates for Series E ordinary bearer shares in the Company with a par value of PLN 0.25 per share (the “Allotment Certificates”), subject to registration of the Allotment Certificates by the Central Securities Depository of Poland on or before May 25th 2021 and their designation with ISIN code PLMLPGR00082. The Allotment Certificates will be listed in the continuous trading system under the abbreviated name “MLPGROUP-PDA” and designation “MLGA”.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.2 and Par. 17.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.2 and Par. 17.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 11 2021 (pdf)
Current Report No. 10/2021 - 20.05.2021

CSDP’s representation on registration in the securities depository of allotment certificates for MLP Group S.A.’s Series E shares

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that it has received from the Central Securities Depository of Poland (the “CSDP”) a representation dated May 20th 2021 to the effect that CSDP has entered with the Company into an agreement on registration of 1,653,384 allotment certificates for Series E ordinary bearer shares in the Company, with a par value of PLN 0.25 per share (the “Allotment Certificates”), assigned ISIN code PLMLPGR00082 (the “Representation”).

Pursuant to the Representation, the Allotment Certificates will be registered subject to their admission to trading on the regulated market, within three days of receipt by the CSDP of the decision to admit the Allotment Certificates to trading on the regulated market.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does not intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

 

Attachments
CR 10 2021 (pdf)
Current Report No. 9/2021 - 10.05.2021

Notification of transaction in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company”) announces that on May 10th 2021 the Company received a notification of a transaction referred to in Article 19(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from Israel Land Development Company Ltd. of Bnei Brak, Israel (an entity closely associated with Mr Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and Mr Oded Setter, Member of the Company’s Supervisory Board) (“ILDC”).

The transaction referred to in the notification is an acquisition of a total of 1,001,000 Series E ordinary bearer shares (“Series E Shares”) by ILDC for a price of PLN 75 per share, as part of an increase of the Company’s share capital.

The notification is attached as an appendix to this Current Report.

 

Legal basis:

Article 19(3) of MAR − Notification of transactions conducted by persons discharging managerial responsibilities

Current Report No. 8/2021 - 05.05.2021

Execution of agreements on subscription for Series E shares and final amount of MLP Group S.A.’s increased share capital

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART,  DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,  AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND  IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 4/2021, Current Report No. 6/2021 and Current Report No. 7/2021, the Management Board of MLP Group S.A. of Pruszków (the “Company”), acting in the performance of the obligation set out in (i) Articles 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in connection with the provisions of (ii) Resolution 1 of the Company’s Management Board of April 22nd 2021 on the increase of the Company’s share capital through the issue of up to 1,653,384 (one million, six hundred and fifty-three thousand, three hundred and eighty four) Series E ordinary bearer shares (“Series E Shares”) on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association, full waiver of existing shareholders’ pre-emptive rights with respect to all Series E Shares, and definition of the rules of distribution of Series E Shares, etc. (the “Issue Resolution”), hereby announces that the Company has executed with investors agreements on subscription for 1,653,384 (one million, six hundred and fifty-three thousand, three hundred and eighty-four) Series E Shares, including an agreement on subscription for 1,001,000 (one million and one thousand) Series E Shares with Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC”). The required cash contributions for all Series E Shares have been paid in full. At the same time, on May 5th 2021 the Management Board made a final allotment of Series E Shares to the investors with whom it has signed the abovementioned agreements on subscription for Series E Shares.

At the same time, acting pursuant to Section 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Company announces that on May 5th 2021 the Company’s Management Board adopted a resolution on the final amount of increase of the Company’s share capital, pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association, by way of an issue of 1,653,384 (one million, six hundred and fifty-three thousand, three hundred and eighty four) Series E Shares. Upon registration by the registry court, the Company’s share capital will be increased from PLN 4,930,063.75 (four million, nine hundred and thirty thousand, sixty-three złoty, seventy-five grosz) by PLN 413,346 (four hundred and thirteen thousand, three hundred and forty-six złoty) to PLN 5,343,409.75 (five million, three hundred and forty-three thousand, four hundred and nine złoty, seventy-five grosz). The Company will issue a separate current report to announce the registration of the share capital increase.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR and Par. 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
CR 8 2021 (pdf)
Current Report No. 7/2021 - 27.04.2021

Issue price of new Series E shares to be issued by MLP Group S.A. and the number of Series E shares to be offered for subscription by the Company

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 4/2021, the Management Board of MLP Group S.A. of Pruszków (the “Company”), acting in the performance of the obligation set out in (i) Articles 17(1) and 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in connection with the provisions of (ii) Resolution 1 of the Company’s Management Board of April 22nd 2021 on the increase of the Company’s share capital through the issue of up to 1,653,384 (one million, six hundred and fifty-three thousand, three hundred and eighty-four) Series E ordinary bearer shares on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association (“Series E Shares”), full waiver of existing shareholders’ pre-emptive rights with respect to all Series E Shares, definition of the rules of distribution of Series E Shares, etc. (the “Issue Resolution”), hereby announces that:

  • following the completion on April 27th 2021 of the accelerated book building process for Series E Shares and based on information on the recorded investor demand for Series E Shares, the Management Board, with consent of the Supervisory Board, has set the issue price of Series E Shares at PLN 75 (seventy-five złoty) per Series E Share (the “Issue Price”).
  • The Company will offer for subscription to investors other than Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC”), and to ILDC a total of 652,384 and 1,001,000 Series E Shares, respectively.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation regarding an investor’s decision concerning the offering of or subscription for Series E Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
CR 7 2021 (pdf)
Current Report No. 6/2021 - 22.04.2021

Execution of placement agreement and commencement of bookbuilding as part of private placement of new Series E ordinary bearer shares issued by MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 3/2021 and Current Report No. 4/2021, the Management Board of MLP Group S.A. of Pruszków (the “Company”), acting in the performance of the obligation set out in (i) Articles 17(1) and 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in connection with the provisions of (ii) Resolution 1 of the Company’s Management Board of April 22nd 2021 on the increase of the Company’s share capital through the issue of up to 1,653,384 (one million, six hundred and fifty thousand, three hundred and eighty four) Series E ordinary bearer shares on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association (“Series E Shares”), full waiver of existing shareholders’ pre-emptive rights with respect to all Series E Shares, definition of the rules of distribution of Series E Shares, etc. (the “Issue Resolution”), the Company’s Management Board announces that on April 22nd 2021 the Company entered into a conditional share placement agreement (the “Placement Agreement”) with Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (hereinafter jointly with BM Pekao – the “Offering Managers”) and that a bookbuilding process has commenced as part of a public offering addressed to qualified investors or investors within the meaning of Article 1(4)(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and subscription for up to 1,653,384 (one million, six hundred and fifty three thousand, three hundred and eighty four) Series E Shares issued by the Company (the “New Share Offering”).

Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC”) has sent to the Company and Pekao IB, acting as global coordinator of the New Share Offering, a statement that it will subscribe for Series E Shares in a number that will ensure that ILDC holds an equity interest of up to 40% in the Company. The Company’s Management Board warrants that it will allot Series E Shares in such a way as to ensure that ILDC subscribes for Series E Shares in accordance with the above declaration.

The New Share Offering is made on the terms set out in the Issue Resolution and in the Management Board’s resolution of April 22nd 2021 to determine the opening and closing dates of subscription for Series E ordinary bearer shares in the Company, the opening and closing dates of book building for Series E shares, and the form of the agreement on subscription for Series E ordinary bearer shares in the Company (Series E share subscription agreements) (the “Management Board Resolution”).

ILDC’s holding is to enable ILDC to hold, directly and through subsidiaries, an equity interest of no more than 40% in the Company’s share capital. ILDC’s right to subscribe for Series E Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out below.

The execution of the New Share Offering and the admission of Series E Shares and, subject to fulfilment of regulatory requirements for such admission and introduction, of allotment certificates for Series E Shares to trading on the regulated market operated by the Warsaw Stock Exchange do not require the Company to publish a prospectus or any other information or offering document within the meaning of applicable laws.

The book building for Series E Shares will commence on April 23rd 2021 and will be carried out as an accelerated book building process, in accordance with the rules described below, and will end no later than on April 27th 2021.

Series E Shares will be offered in the Republic of Poland through a public offering exempt from the obligation to publish a prospectus within the meaning of applicable laws or other information or offering document for the purposes of such offering addressed solely to: (1) qualified investors referred to in Article 4(1)(a) of the Prospectus Regulation, and (2) investors referred to in Article 1(4)(d) of the Prospectus Regulation, including Eligible Investors (as defined below) within the meaning of the Issue Resolution.

Investors who will be invited to subscribe for Series E Shares through private placement within the meaning of Art. 431.2.1 of the Commercial Companies Code will be selected taking into account the results of the book building process. In order to participate in the book building process, each investor should enter into (unless it is already party to such an agreement) an appropriate agreement for accepting and transferring orders with the Offering Manager to whom the investor intends to submit its declaration of demand.

The Management Board will allot Series E Shares to the Company’s Shareholders – those who meet the criteria specified in the Issue Resolution, participate in the book building process and submit, in the book building process, information (i.e. a certificate from the entity maintaining their securities account) confirming the number of Company shares held as at the end of the day on the Preference Date (as defined below) is not less than 1% (one percent) of the total number of shares in the Company (“Eligible Investors”) – in such a way that the Eligible Investors are allotted Series E Shares in a number that will at least enable them to maintain their shares in the total voting rights at the Company’s General Meeting, held by them as at the day preceding the opening date of the book building process (the “Preference Date”).

In order to exercise the pre-emptive right to subscribe for Series E Shares on the terms set out in the Issue Resolution, the Eligible Investors should send, by 2.00 pm on April 27th 2021, information about the number of Company shares held by them as at the end of day on the Preference Date, i.e. on April 22nd 2021. The information should specify at least the details of the Eligible Investor and the number of Company shares held by that Eligible Investor at the end of the day on the Preference Date. The information should be sent to the Offering Manager through which the Eligible Investor participates in the book building process for Series E Shares. In determining whether the “Eligible Investor” criterion is met, the aggregate number of Company shares held by all funds managed by one management company is taken into account.

In accordance with the Management Board Resolution, after closing of the book building process and determining the issue price, Series E Shares will be allotted initially in accordance with the following rules:

  • first, ILDC will be allotted Series E Shares in a number enabling it to hold, directly and through subsidiaries, an equity interest of no more than 40% in the Company’s share capital. ILDC’s right to subscribe for Series E Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out above.
  • second, the remaining Eligible Investors will be initially allotted Series E Shares in such a way that their shares in the total voting rights at the Company’s General Meeting are maintained;
  • third, Series E Shares will be initially allotted to the Eligible Investors (to the extent of the subscription order in excess of the number of shares allotted pursuant to (ii) above) and to other investors who place orders in the book building process – at the Management Board’s discretion upon consultation with Pekao IB.

Series E Shares not covered by orders placed in the book building process may be initially allotted by the Management Board, at its own discretion upon consultation with Pekao IB, to investors who have submitted declarations of demand for Series E Shares or to other investors entitled to participate in the Offering and the book building process.

The issue price of Series E Shares will be determined by the Company’s Management Board, with the consent of the Supervisory Board, primarily based on the results of the book building process among institutional investors, as well as taking into account all circumstances affecting the determination of the issue price, including in particular macroeconomic and economic conditions, conditions prevailing on the capital markets during the book building process, the Company’s financial condition at the time of the New Share Offering, as well as current events and their impact on the Company’s business prospects.

Immediately after the Company publishes, in the form of a current report, the information on the agreed issue price of Series E Shares, the Company will begin to conclude agreements on subscription for Series E Shares (subscription agreements) with investors from the initial allotment list, and investors will be obliged to pay the issue price of Series E Shares subscribed for by them.

Series E Shares subscription agreements are expected to be signed by investors by May 4th 2021 and cash payments for Series E Shares will be made by the dates specified in these agreements, i.e. by May 4th 2021. If Series E Shares subscription agreements are not signed or if investors from the initial allotment list fail to pay for their subscription orders by the end of day on May 4th 2021, it will be possible to hold an additional subscription and make cash payments for Series E Shares on May 4th and 5th 2021.

Pursuant to the Placement Agreement, the Offering Managers undertook to provide services to the Company for the purposes of placing Series E Shares on the terms stipulated in the Placement Agreement, including in particular to exercise due care in soliciting potential investors. The Placement Agreement does not oblige the Offering Managers to purchase or sell any financial instruments nor is it a guarantee of preparing or executing an introduction of financial instruments of the Company to organised trading, executing the New Share Offering or placing any other financial instruments of the Company. The Placement Agreement sets forth standard conditions precedent for updating the Offering Managers’ commitments, typically found in similar agreements concluded as part of transactions similar to the New Share Offering, including conditions relating to the occurrence of force majeure and a material adverse change in the Company’s situation. The Placement Agreement also defines termination triggers usually provided for in agreements of this type. Pursuant to the Placement Agreement, the Offering Managers may terminate the Placement Agreement in particular if a representation or warranty made by the Company therein is found to be a false statement of fact or law or if the situation on the financial markets changes significantly, adversely affecting the possibility to carry out the New Share Offering. The Placement Agreement also includes representations and warranties relating to the Company, its Group and their operations, whose scope and nature is typical for representations and warranties made by securities issuers in agreements of this type concluded as part of transactions similar to the New Share Offering. In accordance with the terms of the Placement Agreement, the Offering Managers and other persons specified in the Placement Agreement will be indemnified against specified claims, liabilities or costs which may be lodged against or sought from the Offering Managers or such other persons in connection with the Placement Agreement (the indemnity clause).

Subject to standard exemptions, the Company agreed that without the consent of the Offering Managers it will not issue, sell or offer any existing Company shares for 180 (one hundred and eighty) days from the date of execution of an annex to the Placement Agreement to determine the issue price.

The Management Board and the Global Coordinator have received a warranty from ILDC to the effect that ILDC will not sell (or publicly announce a plan to sell) Series E Shares for 360 (three hundred and sixty) days from the date on which the issue price of Series E Shares is determined.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series E Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series E Shares, or encouraging investors, directly or indirectly, to subscribe for Series E Shares. To date, the Company has not published any materials to promote or subscribe for Series E Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series E Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series E Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series E Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series E Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series E Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series E Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series E Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series E Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series E Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series E Shares. Any investment decision to subscribe for or acquire Series E Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation regarding an investor’s decision concerning the offering of or subscription for Series E Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Article 17(1) of MAR – inside information.

Attachments
CR 6 21 (pdf)
Current Report No. 5/2021 - 22.04.2021

Change of issue date for Q1 2021 consolidated interim report

Details

Pursuant to Section 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Management Board of MLP Group S.A. (the “Company”) announces a change of the issue date of the consolidated interim report for the first quarter of 2021. The report, originally planned to be issued on May 18th 2021, will be issued on May 31st 2021.

The change follows from the need to set the report issue date taking into account the possible share capital increase timetable currently being prepared by the Company, as announced in Current Report No. 3/2021, and the possible subscription for the shares by entities subject to obligations related to a closed period under Regulation (EC) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
CR 5 21 (pdf)
Current Report No. 4/2021 - 22.04.2021

Management Board resolution on share capital increase on the basis of authorisation given under Articles of Association (authorised capital) through issue of E series ordinary shares

Details

This communication is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States, Australia, Canada or Japan, or who are subject to any other jurisdiction where such communication is restricted or prohibited. The above disclaimer also applies to the nationals of those countries.

Further to Current Report No. 3/2021, acting pursuant to Section 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Management Board of MLP Group S.A. (the “Company”) announces information on the adoption on April 22nd 2021, by the Management Board of MLP Group S.A., with the Supervisory Board’s approval, of a resolution to increase the Company’s share capital pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association, through the issue of up to 1,653,384 Series E shares (“Series E Shares”), with the existing shareholders’ pre-emptive rights to acquire Series E Shares waived in full, with a view to fostering continued growth of the Company. The Company’s Management Board intends to offer Series E Shares only to qualified investors as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Regulation”), and investors referred to in Article 4(1)(d) of the Regulation, including investors who: (i) are the Company’s shareholders as at the day preceding the bookbuilding opening date (the “Preference Date”) and (ii) present, during the bookbuilding process for Series E Shares, information (i.e. a certificate issued by the entity keeping their securities account) on the number of Company shares they hold as at the end of the Preference Date, with the proviso that the number of shares held by such an investor as at the end of the Preference Date may not represent less than 1% (one percent) of the total number of shares in the Company (the “Eligible Investors”) (in the case of investment funds, it may be the total number of shares held by more than one fund managed by the same management company). It is the Management Board’s intention, provided for in the resolution to increase the Company’s share capital through the issue of Series E Shares, that Series E Shares be allotted to each Eligible Investor who in the bookbuilding process submits a declaration(s) of subscription for Series E Shares at a price not lower than the issue price of Series E Shares determined by the Management Board, in such number – with priority before the allotment of the remaining Series E Shares – which enables such Eligible Investor, after the issue of Series E Shares, to maintain a share in total voting rights at the Company’s General Meeting that is not lower than the share held by that Eligible Investor as at the end of the Preference Date. At the same time, the Management Board has been notified by Israel Land Development Company Ltd. of Bnei – Brak, Israel (“ILDC”) that ILDC or an investor designated by ILDC which is a subsidiary of ILDC will place a subscription order for Series E Shares at the issue price determined in the bookbuilding process, so that the share of Series E Shares in respect of which it will place the subscription order will represent a number that will enable the ILDC Group, directly and through its subsidiaries, to hold an equity interest of up to 40% in the Company. ILDC’s right to subscribe for Series E Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out above. If any shares remain unsubscribed for after Series E Shares are offered in accordance with the terms described above, the Company’s Management Board may allot such Series E Shares to other investors selected by the Management Board, who are entitled to participate in the offering of Series E Shares.

In connection with the Company’s obligation – provided for in the share placement agreement concluded on October 21st 2020 between the Company, Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) – not to issue, sell or offer Company shares without the consent of Pekao IB for a period of 360 (three hundred and sixty) days from the date of execution of the annex to the placement agreement regarding the determination of the issue price, as announced by the Company in Current Report No. 16/2020, the Management Board of the Company announces that prior to adopting the above-mentioned resolution of the Management Board on the increase of the Company’s share capital, on the same day, i.e. April 22nd 2021, the Company obtained a written consent of Pekao IB to carry out the issue and offering of Series E Shares.

Disclaimer:

This current report is for information purposes only and the sole purpose of its publication by the Company is to provide information on certain steps taken by the Company, including engaging Pekao Investment Banking S.A. and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao, in connection with the Company’s intention to raise funds through the issue of Series E Shares, with the existing shareholders’ pre-emptive rights to acquire Series E Shares waived in their entirety, with a view to further development of the Company. This Current Report is not intended in any way, directly or indirectly, to promote subscription for the new issue shares, and is not a promotional material prepared or published by the Company to promote the new issue shares or subscription for the shares, or to encourage anyone, directly or indirectly, to acquire or subscribe for the shares. The Company has not published any materials designed to promote the new issue shares or subscription for the shares.

This material is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States of America, Australia, Canada, or Japan, or who are subject to any other jurisdiction where this is prohibited or restricted. The above disclaimer also applies to the nationals of those countries. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America other than in transactions that are not subject to, or are exempt from, registration under the U.S. Securities Act.

 

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
CR 4 21 (pdf)
Current Report No. 3/2021 - 15.04.2021

Disclosure of delayed inside information about MLP Group S.A. Management Board’s decision to undertake analysis and preliminary work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital pursuant to the authorisation provided for in the Company’s Articles of Association (authorised share capital) through the issue of ordinary shares

Details

This communication is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States, Australia, Canada or Japan, or who are subject to any other jurisdiction where such communication is restricted or prohibited. The above disclaimer also applies to the nationals of those countries.

Acting pursuant to Articles 17(1) and 17(4) of Regulation (EC) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”), the Management Board of MLP Group S.A. (the “Company”) hereby publishes delayed inside information on the adoption by the Management Board of MLP Group S.A. of a decision on the Company undertaking analysis and preliminary work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association through the issue of ordinary shares within the limit set out in Art. 9a of the Company’s Articles of Association, providing for an authorised share capital increase of not more than PLN 815,096, under which the Company’s share capital has already been increased by PLN 401,750, as announced by the Management Board of the Company in Current Reports No. 18/2020 and No. 28/2020. In connection with the increase of the Company’s share capital by PLN 401,750, as at the date of this Current Report the remaining authorised capital is PLN 413,346 (“Inside Information”).

Pursuant to Art. 17(4) of MAR, the disclosure of the inside information was delayed on March 10th 2021.

Content of the delayed inside information:

The Company’s Management Board announces that on March 10th 2021 it decided that MLP Group S.A. (the “Company”) would undertake analyses and preliminary work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital through the issue of up to 1,653,384 Series E ordinary bearer shares pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association (“Series E Shares”).

The Company’s Management Board decided that economic and legal analyses would be undertaken to select a legal and economic structure that would be optimum from the Company’s perspective and would enable the issue of Series E Shares to be carried out through a public offering without the obligation to prepare a prospectus.

 

Reasons for delayed disclosure of the Inside Information:

In the opinion of the Company’s Management Board, at the time of the decision on delayed disclosure of the Inside Information, it met the conditions set out in MAR and the guidelines under the Market Abuse Regulation, issued by the European Securities and Markets Authority pursuant to Article 17(11) of MAR on October 20th 2016. The Company’s Management Board believes that immediate disclosure of the Inside Information before the Company commenced analysis of the proposed issue of Series E Shares and the issue process, could have prejudiced legitimate interests of the Company and its Group. Public disclosure of information on commencement of economic and legal analyses could have been construed as a decision to commence work directly related to conducting an offering. Had these analyses proven unsatisfactory and had the Company failed to commence work directly related to conducting an offering, immediate disclosure of the inside information would have adversely affected the Company’s credibility and could have prejudiced the success of a potential issue of Series E Shares. This is why immediate disclosure of the Inside Information could have compromised the Company’s ability to achieve its business and financial objectives. Furthermore, at the time of the decision to delay disclosure of the Inside Information it was difficult to determine the probability of the issue being actually carried out.

In the opinion of the Company’s Management Board, there were no reasons to believe that delayed disclosure of the Inside Information could be misleading for investors, in particular in view of the lack of any previous public announcements from the Company regarding the subject matter of the Inside Information (and in particular the lack of any announcements excluding the possibility of share issuance). Therefore, early publication of the Inside Information could have misled investors as to the likelihood and the terms and conditions of a potential share issue, and result in an incorrect assessment of such information by investors in terms of, among other things, its impact on the price of Company shares.

The Company’s Management Board also assures that it took the steps required by MAR to keep the delayed Inside Information confidential until it was disclosed to the public, relaying in this respect in particular on the internal information flow and protection procedure implemented at the Group level. At the time of the decision to delay disclosure of the Inside Information in accordance with Article 18 of MAR, a list of persons having access to the Inside Information was prepared, and the list was monitored on an ongoing basis and updated as needed. The disclosure of the Inside Information was delayed until April 15th 2021.

Given the legitimate interests of the Issuer and its shareholders, and in compliance with the legal requirements of MAR, the Company will provide information on further steps in a separate report, if such information represents inside information.

Pursuant to the third subparagraph of Article 17(4) of MAR, immediately after the delayed inside information is disclosed to the public, the Company will inform the Polish Financial Supervision Authority that disclosure of the information was delayed and will provide an explanation of how the conditions for such delay were met. The delayed Inside Information will not be published if it ceases to be inside information before the lapse of its publication date, in particular as a result of the abandonment by the Company of the intention to increase its share capital through the issue of Series E Shares.

The Management Board further announces that on April 15th 2020 Pekao Investment Banking S.A. was mandated to act as global coordinator and joint bookrunner (“Pekao IB”), and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao was mandated to act as joint bookrunner and settlement agent („BM Pekao”). Furthermore, the Company reports that no final decision has formally been made to increase the share capital of the Company, and the work to develop a detailed schedule of the offering of Series E Shares is still in progress. Relevant resolutions that may be passed by the governing bodies of the Company concerning the issue of Series E Shares will be published in separate current reports.

It is the Company’s intention to conduct, in cooperation with Pekao IB and BM Pekao, the issue of Series E Shares through a public offering addressed only to the categories of investors in the case of which no prospectus or other offering document is required for the purposes of such offering.

Disclaimer:

This material is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States of America, Australia, Canada, or Japan, or who are subject to any other jurisdiction where this is prohibited or restricted. The above disclaimer also applies to the nationals of those countries. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America other than in transactions that are not subject to, or are exempt from, registration under the U.S. Securities Act.

Legal basis:

Article 17(1) and Article 17(4) of MAR – Inside information

Attachments
CR 3_2021 (pdf)
Current Raport No. 2/2021 - 09.04.2021

Credit facility agreement signed by subsidiaries

Details

MLP Group S.A. (the “Company”) announces that on April 9th 2021 four companies of the MLP Group: MLP Lublin Sp. z o.o. of Pruszków, MLP Gliwice Sp. z o.o. of Pruszków, MLP Teresin Sp. z o.o. of Pruszków and MLP Wrocław Sp. z o.o. of Pruszków (the “Borrowers”), executed a credit facility agreement with BNP PARIBAS BANK POLSKA S.A. of Warsaw and POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI S.A. of Warsaw (the “Banks”).

The facility amount is EUR 73,417,681.

The proceeds will be used to refinance the Borrowers’ existing credit facilities, to refinance capital expenditures planned to be incurred by a Borrower to expand the MLP Wrocław logistics park in Mirków and to finance the MLP Group’s projects through repayment of subordinated loans.

The credit facility agreement provides the principal will be repaid in equal installments from June 30th 2021 to April 9th 2027. Interest rate will be a floating rate (3M EURIBOR) plus a margin charged by the Banks.

The agreement between the Borrowers and the Banks contains standard clauses and is a typical agreement for transactions of this type. Customary security for the repayment of the facility has also been created, including mortgages over properties owned by the Borrowers and pledges over shares in the Borrowers.

The credit facility agreement will help the Company to secure a new financing source and extend debt maturity, thus strengthening its financial stability.

Funds will be disbursed once the standard conditions precedent for this type of finance have been met.

No links exist between the Borrowers and the Banks or between the Borrowers’ management or supervisory personnel and the Banks’ management or supervisory personnel.

The credit facility agreement is considered to meet the criteria for having a potential impact on the Company’s share price as the total value of the agreement signed between the Borrowers and the Banks is significant by the Company’s standards.

Legal basis:
Article 17(1) of MAR – inside information.

Attachments
CR 2_2021 (pdf)
Current Report No. 1/2021 - 14.01.2021

Release dates for periodic reports in 2021

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) hereby announces to the public the release dates for the Company’s periodic reports in the financial year 2021:
• Consolidated annual report for the year ended December 31st 2020 − March 17th 2021,
• Separate annual report for the year ended December 31st 2020 − March 17th 2021,
• Consolidated quarterly reports containing condensed separate financial information:
o Q1 2021 report –May 18th 2021,
o Q3 2021 report –November 17th 2021,
• Consolidated half-year report for the six months ended June 30th 2021 containing condensed separate financial information –August 25th 2021.
Furthermore, pursuant to Par. 62.1 and Par. 62.3 of the Minister of Finance’s Regulation on current andperiodic information to be published by issuers of securities and conditions for recognition asequivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 the “Regulation”), the Company announces that the consolidated quarterly and half-year reports will contain, respectively, the quarterly and half-year condensed separate financial statements of the parent. The annual report will be drawn up and issued to the public both in the separate and consolidated form.
As permitted by Par. 79.2 of the Regulation, the Company will not issue a Q4 2020 or a Q2 2021 quarterly report.
All the periodic reports will be published on the Company’s website (www.mlp.pl), in the Investor Relations section.
Legal basis:
Art. 56.1.2 of the Public Offering Act − Current and periodic information,
Par. 80.1 of the Minister of Finance’s Regulation on current andperiodic information to be published by issuers of securities and conditions for recognition asequivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. 2018, item 757).

Attachments
CR 01_2021 (pdf)
Current Report No. 31/2020 - 28.12.2020

Information on setting last listing day of allotment certificates for Series D shares in MLP Group S.A. and on admission and introduction to stock-exchange trading of Series D shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on December 28th 2020 it was notified of the adoption by the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) of:
1) Resolution No. 1026/2020 dated December 23rd 2020 on setting December 29th 2020 as the last listing day of the 1,607,000 allotment certificates for Series D ordinary bearer shares in the Company, with a par value of PLN 0.25 per share, assigned ISIN code PLMLPGR00074 by the Central Securities Depository of Poland; and
2) Resolution No. 1027/2020 dated December 23rd 2020 on admission and introduction to trading on the WSE Main Market of Series D ordinary bearer shares in the Company (the “Resolution”), under which the WSE Management Board had decided to admit and introduce to trading on the main market 1,607,000 Series D ordinary bearer shares in the Company with a par value of PLN 0.25 per share (the “Shares”), subject to registration of the Shares by the Central Securities Depository of Poland on December 30th 2020 and their designation with ISIN code PLMLPGR00017.

Legal basis:
Par. 17.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 31_2020 (pdf)
Current Report No. 30/2020 - 28.12.2020

Communication from Central Securities Depository of Poland concerning registration of Series D shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on December 24th 2020 the Central Securities Depository of Poland (the “CSDP”) issued a communication stating that 1,607,000 Series D ordinary bearer shares in the Company, with a par value of PLN 0.25, per share assigned ISIN code PLMLPGR00017 would be registered in the securities depository on December 30th 2020, in accordance with CSDP Decision No. 1404/2020 of December 21st 2020.

Legal basis:
Par. 17.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 30_2020 (pdf)
Current Report No. 29/2020 - 28.12.2020

CSDP’s representation on registration in securities depository of Series D shares in MLP Group S.A.

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that it has received from the Central Securities Depository of Poland (the “CSDP”) a representation dated December 21st 2020 to the effect that CSDP has entered with the Company into an agreement on registration of 1,607,000 Series D ordinary bearer shares in the Company, with a par value of PLN 0.25 per share (the “Shares”), assigned ISIN code PLMLPGR00017 (the “Representation”).
In accordance with the Representation, the Shares will be registered in connection with the closing of accounts maintained for the transferable allotment certificates for shares assigned code PLMLPGR00074, within three days from receipt by the CSDP of the decision to introduce the Shares to trading on the regulated market on which other Company shares assigned the same ISIN code are already listed, but in no case earlier than on the day specified in that decision as the date of introducing the Shares to trading on that regulated market.

Legal basis:
Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 29_2020 (pdf)
Current Report No. 28/2020 - 08.12.2020

Registration of share capital increase and amendments to Articles of Association of MLP GROUP

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that the Company has been notified that on December 8th 2020 the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, entered in the Business Register of the National Court Register an increase in the Company’s share capital from PLN 4,528,313.75 to PLN 4,930,063.75 by way of an issue of 1,607,000 Series D ordinary bearer shares with a par value of PLN 0.25 per share pursuant to Resolution No. 1 of the Company’s Management Board of October 12th 2020 to increase the Company’s share capital through the issue of Series D ordinary shares, to waive all of the existing shareholders’ pre-emptive rights to acquire any Series D shares, to define the rules of distribution of Series D shares, including to determine pre-emptive rights of the Company shareholders that are qualified investors or investors subscribing for shares for more than the equivalent of EUR 100,000, to seek admission and introduction of Series D shares and allotment certificates for Series D shares to trading on the regulated market operated by the Warsaw Stock Exchange, to convert Series D shares and allotment certificates for Series D shares into book-entry form, and to authorise entry into an agreement on registration of Series D shares and allotment certificates for Series D shares with the securities depository, as well as relevant amendments to the Company’s Articles of Association made under Resolution No. 2 of the Company’s Management Board of October 27th 2020 to determine an increase in the Company’s share capital through an issue of Series D ordinary bearer shares within the limits of the authorised capital and to amend the Company’s Articles of Association (the “Registration”).
As at the date of this Current Report, the total number of voting rights attached to all outstanding shares of Company (following the Registration) is 19,720,255, and the Company’s share capital is represented by 19,720,255 Company shares with a par value of PLN 0.25 (twenty-five grosz) per share, including:
1) 11,440,000 Series A bearer shares,
2) 3,654,379 Series B bearer shares,
3) 3,018,876 Series C bearer shares,
4) 1,607,000 Series D bearer shares.
In addition, as the share capital was increased within the limits of the authorised capital, as at the date of this Current Report the remaining authorised capital is PLN 413,346.
The Management Board also publishes below the amended wording of Article 9 of the Company’s Articles of Association:
“Article 9
9.1 The Company’s share capital amounts to PLN 4,930,063.75 (four million, nine hundred and thirty thousand, sixty-three złoty, 75/100) and is divided into 19,720,255 (nineteen million, seven hundred and twenty thousand, two hundred and fifty-five) Series A, Series B, Series C and Series D shares with a par value of PLN 0.25 (twenty-five grosz) per share.
9.2 All shares in the share capital are ordinary shares and:
1) 11,440,000 (eleven million, four hundred and forty thousand) shares numbered from A 00000000001 to A 00011440000 are Series A bearer shares,
2) 3,654,379 (three million, six hundred and fifty-four thousand, three hundred and seventy-nine) shares numbered from B 0000000001 to B 0003654379 are Series B bearer shares,
3) 3,018,876 (three million, eighteen thousand, eight hundred and seventy-six) shares numbered from C 0000000001 to C 0003018876 are Series C bearer shares,
4) 1,607,000 (one million, six hundred and seven thousand) shares numbered from D 0000001 to D 1607000 are Series D bearer shares.”

Legal basis:
Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 28_2020 (pdf)
Current Report No. 27/2020 - 01.12.2020

Changes in composition of MLP Group Supervisory Board

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on November 30th 2020 it received a notice of resignation from Mr Daniel Nimrodi, Member of the Company’s Supervisory Board, effective as of November 30th 2020. Mr Daniel Nimrodi did not specify the reasons for his resignation.
On November 30th 2020, the Company’s Management Board was notified that one of the Company’s shareholders, Cajamarca Holland B.V. of Delft, the Netherlands, in the exercise of its rights under the Company’s Articles of Association, appointed Mr Oded Setter as Member of the Company’s Supervisory Board. Mr Oded Setter was appointed Member of the Company’s Supervisory Board with effect from December 1st 2020.
Mr Oded Setter holds the position of Vice President for Financing, Investments & Business Development at The Israel Land Development Company Ltd. (“ILDC”). He also serves on the Management Boards of Skyline Investment and a subsidiary of ILDC. Mr Oded Setter is a Certified Public Accountant (CPA). He graduated from the Faculty of Law of the Bar-Ilan University, and holds Bachelor’s degrees in Accounting and in Communications and Journalism from the Hebrew University of Jerusalem.
His professional experience includes positions as Vice President for Strategy, Finance and Control at Shikun & Binui, Director for Economics, Control and Strategy at Shikun & Binui, a Management Board Member at Shikun & Binui’s subsidiary, Business Finance Director at Arison Investments, and Senior Consultant at KPMG.
The Management Board further announces that according to Mr Oded Setter’s representation, he does not conduct any activities outside the Company’s business which would compete with the Company’s business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

Legal basis
Par. 5.4 and Par. 5.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018
Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
CR 27.2020 (pdf)
Current Report No. 26/2020 - 12.11.2020

Assimilation of Series C1 notes with Series C notes of MLP Group S.A.

Details

Further to Current Report No. 15/2020 of October 16th 2020 concerning the issue by the Company of Series C1 bearer notes, the Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on November 12th 2020 the Central Securities Depository of Poland (the “CSDP”) resolved, at the Company’s request, to assimilate the Series C1 notes with Series C notes of the Company. According to the CSDP’s statement, the assimilation will be effected in the depository system on November 18th 2020. The Series C1 notes have been assigned the same ISIN code as that previously assigned by the CSDP to the Series C notes (PLMLPGR00058). Following the assimilation, the number of notes assigned ISIN code PLMLPGR00058 will be 45,000.

As communicated in Current Report No. 25/2020 of November 10th 2020, in connection with the CSDP’s decision to assimilate the Series C1 notes with the Series C notes on November 18th 2020, November 18th 2020 will be the date of first listing of the assimilated notes in the Catalyst alternative trading system.

Legal basis:
Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
CR 26_2020 (pdf)
Current Report 25/2020 - 10.11.2020

Date of first listing of Series C1 bearer notes of MLP Group in Catalyst alternative trading system

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on November 10th 2020 the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) passed Resolution No. 874/2020 setting the date of first listing of the Company’s Series C1 bearer notes in the Catalyst alternative trading system. Pursuant to the resolution of the WSE Management Board, November 18th 2020 was set as the date of first listing in the Catalyst alternative trading system of 15,000 Series C1 bearer notes of the Company, with a par value of EUR 1,000 per note, assigned code PLMLPGR00066 by the Central Securities Depository of Poland, provided that on November 18th 2020 the Central Securities Depository of Poland assimilates the notes with the Company’s Series C notes traded in the Catalyst alternative trading system under code PLMLPGR00058. The Series C1 notes will be listed in the continuous trading system with ticker symbol MLP0225.

Legal basis:

Par. 17.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
cr25_2020 (pdf)
Current Report 24/2020 - 04.11.2020

Communication from Central Securities Depository of Poland concerning registration date of allotment certificates for Series D shares in MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 22/2020 of November 3rd 2020, the Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on November 4th 2020 the Central Securities Depository of Poland (“CSDP”) issued a communication stating that 1,607,000 allotment certificates for Series D ordinary bearer shares in the Company with a par value of PLN 0.25 per share assigned ISIN code PLMLPGR00074 would be registered in the securities depository on November 6th 2020, in accordance with the CSDP Decision No. 1126/2020 of November 3rd 2020.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.13of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
cr-24_2020 (pdf)
Current Report 23/2020 - 04.11.2020

Information on admission and introduction to stock-exchange trading of allotment certificates for Series D shares in MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 22/2020 of November 3rd 2020, the Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on November 4th 2020 it was notified that the Management Board of the Warsaw Stock Exchange (the “WSE Management Board”) had passed Resolution No. 852/2020 of November 4th 2020 on admission and introduction to trading on the WSE Main Market of allotment certificates for Series D ordinary bearer shares in the Company (the “Resolution”), under which the WSE Management Board had decided to admit and introduce to trading on the main market 1,607,000 allotment certificates for Series D ordinary bearer shares in the Company with a par value of PLN 0.25 per share (the “Allotment Certificates”), subject to registration of the Allotment Certificates by the Central Securities Depository of Poland on or before November 6th 2020 and their designation with ISIN code PLMLPGR00074. The Allotment Certificates will be listed in the continuous trading system under the abbreviated name “MLPGROUP-PDA” and designation “MLGA”.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.2 and Par. 17.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.2 and Par. 17.1.4 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
cr-23_2020 (pdf)
Current Report 22/2020 - 03.11.2020

CSDP’s representation on registration in the securities depository of allotment certificates for MLP Group S.A.’s Series D shares

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that it has received from the Central Securities Depository of Poland (the “CSDP”) a representation dated November 3rd 2020 to the effect that CSDP has entered with the Company into an agreement on registration of 1,607,000 allotment certificates for Series D ordinary bearer shares in the Company, with a par value of PLN 0.25 per share (the “Allotment Certificates”), assigned ISIN code PLMLPGR00074 (the “Representation”).

Pursuant to the Representation, the Allotment Certificates will be registered subject to their admission to trading on the regulated market, within three days of receipt by the CSDP of the decision to admit the Allotment Certificates to trading on the regulated market.

IMPORTANT NOTICE

This current report has been prepared on the basis of Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Par. 17.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
cr-22_2020 (pdf)
Current Report 21/2020 - 28.10.2020

Reduction of a shareholder’s holding to less than 5% of total voting rights at MLP Group S.A. of Pruszków

Details

Pursuant to Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (the “Act”), the Management Board of MLP Group S.A. of Pruszków (the „Company”) announces that on October 27th 2020 it received a notification from Aegon Powszechne Towarzystwo Emerytalne S.A. of Warsaw of a change in its holding of shares and voting rights in the Company, and the resulting decrease in its holding to less than 5% of total voting rights at the Company.

The notification states that, following a sale transaction made on October 22nd 2020 and settled on October 26th 2020, Aegon Otwarty Fundusz Emerytalny reduced its holding in the Company to less than 5% of total voting rights. Aegon Powszechne Towarzystwo Emerytalne S.A. has stated that as at October 22nd 2020, Aegon Otwarty Fundusz Emerytalny held 606,792 Company shares, representing 3.35% of its share capital, and 606,762 voting rights, representing 3.35% of total voting rights. Prior to the disposal of the shares, Aegon Otwarty Fundusz Emerytalny had held 906,762 Company shares, representing 5.01% of the share capital, and 906,762 voting rights, representing 5.01% of total voting rights.

As at the date of the notification, no Company shares were held by any subsidiary of Aegon PTE S.A. There are no persons referred to in Art. 87.1.3.c of the Act in relation to the shareholder. The funds managed by Aegon PTE S.A. do not hold any financial instruments referred to in Art. 69b.1.1 and 69b.1.2 of the Act.

Legal basis:

Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
cr-21-2020 (pdf)
Current Report 20/2020 - 27.10.2020

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company“) announces that on October 27th 2020 the Company received notifications of transaction referred to in Article 19.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from Cajamarca Holland B.V. of Delft, the Netherlands (an entity closely associated with Mr Michael Shapiro, Member of the Company’s Management Board, and Mr Eytan Levy, Deputy Chairman of the Company’s Supervisory Board) (“Cajamarca Holland B.V.”).

The transaction referred to in the notification is a sale of 77,116 shares in the Company by Cajamarca Holland B.V. to Israel Land Development Company Ltd. of Bnei Brak, Israel, in a block transaction executed on the Warsaw Stock Exchange on October 27th 2020, for a price of PLN 69 (sixty-nine złoty) per share.

The notification is attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
cr-20-2020 (zip)
Current Report 19/2020 - 27.10.2020

Notification of transactions in MLP GROUP shares received under Article 19 of MAR

Details

The Management Board of MLP Group S.A. of Pruszków, Poland (the “Company“) announces that on October 27th 2020 the Company received two notifications of transactions referred to in Article 19.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, from Israel Land Development Company Ltd. of Bnei Brak, Israel (an entity closely associated with Mr Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and Mr Daniel Nimrodi, Member of the Company’s Supervisory Board) (“ILDC”).

The transaction referred to in the first notification is an acquisition of a total of 574,903 Series D ordinary bearer shares (“Series D Shares”) by ILDC for a price of PLN 69 (sixty-nine złoty) per share, as part of an increase of the Company’s share capital.

The transaction referred to in the second notification is an acquisition of 77,116 ordinary shares in the Company by ILDC from Cajamarca Holland B.V. of Delft, the Netherlands, in a block transaction executed on the Warsaw Stock Exchange on October 27th 2020, for a price of PLN 69 (sixty-nine złoty) per share.

The notifications are attached as an appendix to this Current Report.

Legal basis:

Article 19.3 of the MAR − Notification of transactions conducted by persons discharging managerial responsibilities.

Attachments
cr19_2020 (zip)
Current Report 18/2020 - 27.10.2020

Execution of agreements on subscription for Series D shares and final amount of MLP Group S.A.’s increased share capital

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 16/2020 of October 21st 2020 and Current Report No. 17/2020 of October 23rd 2020, the Management Board of MLP Group S.A. of Pruszków (the “Company”), acting in the performance of the obligation set out in (i) Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in conjunction with the provisions of (ii) Resolution 1 of the MLP Group S.A. Management Board of October 12th 2020 on the increase of the Company’s share capital through the issue of up to 1,650,000 (one million, six hundred and fifty thousand) Series D ordinary bearer shares (the “Series D Shares”) on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association, full waiver of existing shareholders’ pre-emptive rights to acquire all Series D Shares, definition of the rules of distribution of Series D Shares, etc. (the “Issue Resolution”), announces that the Issuer has executed with investors agreements on subscription for 1,607,000 (one million six hundred and seven thousand) Series D Shares, including an agreement on subscription for 574,903 (five hundred and seventy four thousand, nine hundred and three) Series D Shares with Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC”). The required cash contributions for all Series D Shares have been paid in full. At the same time, on October 27th 2020 the Management Board made a final allotment of Series D Shares to the investors with whom it has signed the abovementioned agreements on subscription for Series D Shares.

At the same time, acting pursuant to Section 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Company announces that on October 27th 2020 the Management Board of MLP Group S.A. adopted a resolution on the final amount of increase of the Company’s share capital, pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association, by way of an issue of 1,607,000 (one million, six hundred and seven thousand) Series D Shares. Upon registration by the registry court, the Company’s share capital will be increased from PLN 4,528,313.75 (four million, five hundred and twenty-eight thousand, three hundred and thirteen złoty, seventy-five grosz) by PLN 401,750 (four hundred and one thousand, seven hundred and fifty złoty) to PLN 4,930,063.75 (four million, nine hundred and thirty thousand, sixty-three złoty, seventy-five grosz). The Company will issue a separate current report to announce the registration of the share capital increase.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR and Par. 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers”), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:
Article 17(1) of MAR – Inside information.

Attachments
cr-18-2020 (pdf)
Current Report 17/2020 - 23.10.2020

Determination of the issue price of new Series D shares issued by MLP Group S.A. and the number of Series D shares to be offered by the Company

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 13/2020 of October 12th 2020, the Management Board of MLP Group S.A. of Pruszków (the “Issuer”, the “Company”), acting in the performance of the obligation set out in (i) Articles 17(1) and 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in conjunction with the provisions of (ii) Resolution 1 of the MLP Group S.A. Management Board of October 12th 2020 on the increase of the Company’s share capital through the issue of up to 1,650,000 (one million, six hundred and fifty thousand) Series D ordinary bearer shares on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association (the “Series D Shares”), full waiver of existing shareholders’ pre-emptive rights to acquire all Series D Shares, definition of the rules of distribution of Series D Shares, etc. (the “Issue Resolution”),

announces that:

following the closing on October 22nd 2020 of the accelerated bookbuilding process for Series D Shares and based on the information on demand for Series D Shares, the Management Board of the Company, upon prior approval by the Supervisory Board, set the issue price of Series D Shares at PLN 69.00 (sixty-nine) per Series D Share (the “Issue Price“).
2) The Company will make:

– to investors (other than Israel Land Development Company Ltd. with its registered office in Bnei Brak, Israel (“ILDC“)) − offers to subscribe for a total of of 1,032,097 Series D Shares; and

– to ILDC − an offer to acquire a total of 574,903 Series D shares.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB“) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers“), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Article 17(1) of MAR – inside information.

Current Report 16/2020 - 21.10.2020

Execution of placement agreement and commencement of bookbuilding as part of private placement of new Series D ordinary bearer shares issued by MLP Group S.A.

Details

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IS NOT INTENDED AS AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS CURRENT REPORT.

Further to Current Report No. 13/2020 of October 12th 2020, the Management Board of MLP Group S.A. of Pruszków (the “Issuer”, the “Company”), acting in the performance of the obligation set out in (i) Articles 17(1) and 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), and in conjunction with the provisions of (ii) Resolution 1 of the MLP Group S.A. Management Board of October 12th 2020 on the increase of the Company’s share capital through the issue of up to 1,650,000 (one million, six hundred and fifty thousand) Series D ordinary bearer shares on the basis of the authorisation provided for in Art. 9a of the Company’s Articles of Association (the “Series D Shares”), full waiver of existing shareholders’ pre-emptive rights to acquire all Series D Shares, definition of the rules of distribution of Series D Shares, etc. (the “Issue Resolution”),

The Company’s Management Board announces that on October 21st 2020 the Company entered into a conditional share placement agreement (the “Placement Agreement”) with Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB”) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (“BM Pekao”, hereinafter jointly: the “Managers”) and that a bookbuilding process has commenced as part of a public offering addressed to qualified investors or investors within the meaning of Article 1(4)(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and subscription for up to 1,650,000 (one million, six hundred and fifty thousand) Series D Shares issued by the Company (the “New Share Offering”).

Israel Land Development Company Ltd. of Bnei Brak, Israel (“ILDC”) has sent to the Company and Pekao IB, acting as global coordinator of the Offering, a statement that irrespective of the shares offered in the New Share Offering it will subscribe for Series D Shares in a number that will ensure that ILDC maintains its existing equity interest in the Company.

The Management Board of MLP Group S.A. warrants that it will allot Series D Shares in such a way as to ensure that ILDC subscribes for Series D Shares in accordance with the above declaration.

The New Share Offering is made on the terms set out in the Issue Resolution and in the Management Board’s resolution of October 20th 2020 to determine the opening and closing dates for subscription for Series D ordinary bearer shares in the Company, the opening and closing dates of book building for Series D shares, and the form of the agreement on subscription for Series D ordinary bearer shares in the Company (Series D share subscription agreements) (the “Management Board Resolution”).

ILDC’s participation is to enable the ILDC Group, directly and through its subsidiaries, to maintain an unchanged equity interest in the Company. At the same time, it will be possible as part of the transaction to change the equity interests held by the individual ILDC subsidiaries in the Company. ILDC’s right to subscribe for Series D Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out below.

The execution of the New Share Offering and the admission of Series D Shares and, subject to fulfilment of regulatory requirements for such admission and introduction, of the allotment certificates for Series D Shares (the “Allotment Certificates”) to trading on the regulated market operated by the Warsaw Stock Exchange (the “WSE”) do not require the Company to publish a prospectus or any other information or offering document within the meaning of applicable laws.

The book building for Series D Shares will commence on the date of issue of this Current Report and will be carried out as an accelerated book building process, in accordance with the rules described below, and will end no later than on October 22nd 2020.

Series D Shares will be offered in the Republic of Poland through a public offering exempt from the obligation to publish a prospectus within the meaning of applicable laws or other information or offering document for the purposes of such offering addressed solely to: (a) qualified investors referred to in Article 4(1)(a) of the Prospectus Regulation, (b) investors referred to in Article 1(4)(d) of the Prospectus Regulation, including Eligible Investors (as defined below) within the meaning of the Issue Resolution.

Investors who will be invited to subscribe for Series D Shares through private placement within the meaning of Art. 431.2.1 of the Commercial Companies Code will be selected taking into account the results of the book building process. In order to participate in the book building process, each investor should enter into (unless it is already party to such an agreement) an appropriate agreement for accepting and transferring orders with the Offering Manager to whom the investor intends to submit its declaration of demand.

The Management Board will allot Series D Shares to the Company’s Shareholders – those who meet the criteria specified in the Issue Resolution, participate in the book building process and submit, in the book building process, information (i.e. a certificate from the entity maintaining their securities account) confirming the number of Company shares held as at the end of the day on the Preference Date (as defined below) is not less than 1% (one percent) of the total number of shares in the Company (“Eligible Investors”) – in such a way that the Eligible Investors are allotted Series D Shares in a number that will at least enable them to maintain their shares in the total voting rights at the Company’s General Meeting, held by them as at the day preceding the opening date of the book building process (the “Preference Date”).

In order to exercise the pre-emptive right to subscribe for Series D Shares on the terms set out in the Issue Resolution, the Eligible Investors should send, by 2.00 pm on October 22nd 2020, information about the number of Company shares held by them as at the end of day on the Preference Date, i.e. on October 20th 2020. The information should specify at least the details of the Eligible Investor and the number of Company shares held by that Eligible Investor at the end of the day on the Preference Date, i.e. October 20th 2020. The information should be sent to the Offering Manager through which the Eligible Investor participates in the book building process for Series D Shares. In determining whether the “Eligible Investor” criterion is met, the aggregate number of Company shares held by all funds managed by one management company is taken into account.

In accordance with the Management Board Resolution, after closing of the book building process and determining the issue price, Series D Shares will be allotted initially in accordance with the following rules:

(i) first, Series D Shares will be allotted to ILDC in a number that will enable ILDC to maintain,

directly and through its subsidiaries, an unchanged equity interest in the Company, with the proviso that it will be possible as part of the transaction to change the equity interests held in the Company by the individual ILDC subsidiaries. ILDC’s right to subscribe for Series D Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out above;

(ii) second, the remaining Eligible Investors will be initially allotted Series D Shares in such a way that their shares in the total voting rights at the Company’s General Meeting are maintained;

(iii) third, Series D Shares will be initially allotted to the Eligible Investors (to the extent of the subscription order in excess of the number of shares allotted pursuant to (ii) above) and to other investors who place orders in the book building process – at the Management Board’s discretion upon consultation with Pekao IB.

Series D Shares not covered by orders placed in the book building process may be initially allotted by the Management Board, at its own discretion upon consultation with Pekao IB, to investors who have submitted declarations of demand for Series D Shares or to other investors entitled to participate in the Offering and the book building process.

The issue price of Series D Shares will be determined by the Company’s Management Board, with the consent of the Supervisory Board, primarily based on the results of the book building process among institutional investors, as well as taking into account all circumstances affecting the determination of the issue price, including in particular macroeconomic and economic conditions, conditions prevailing on the capital markets during the book building process, the Company’s financial condition at the time of the New Share Offering, as well as current events and their impact on the Company’s business prospects.

Immediately after the Company publishes, in the form of a current report, the information on the agreed issue price of Series D Shares, the Company will begin to conclude agreements on subscription for Series D Shares (subscription agreements) with investors from the initial allotment list, and investors will be obliged to pay the issue price of Series D Shares subscribed for by them.

Series D Shares subscription agreements are expected to be signed by investors by October 26th 2020 and cash payments for Series D Shares will be made by the dates specified in these agreements, i.e. by October 26th 2020. If Series D Shares subscription agreements are not signed or if investors from the initial allotment list fail to pay for their subscription orders by the end of day on October 26th 2020, it will be possible to hold an additional subscription and make cash payments for Series D Shares on October 27th 2020. Pursuant to the Placement Agreement, the Offering Managers undertook to provide services to the Company for the purposes of placing Series D Shares on the terms stipulated in the Placement Agreement, including in particular to exercise due care in soliciting potential investors. The Placement Agreement does not oblige the Offering Managers to purchase or sell any financial instruments nor is it a guarantee of preparing or executing an introduction of financial instruments of the Company to organised trading, executing the Offering or placing any other financial instruments of the Company. The Placement Agreement sets forth standard conditions precedent for updating the Offering Managers’ commitments, typically found in similar agreements concluded as part of transactions similar to the New Share Offering, including conditions relating to the occurrence of force majeure and a material adverse change in the Company’s situation. The Placement Agreement also defines termination triggers usually provided for in agreements of this type. Pursuant to the Placement Agreement, the Offering Managers may terminate the Placement Agreement in particular if a representation or warranty made by the Company therein is found to be a false statement of fact or law or if the situation on the financial markets changes significantly, adversely affecting the possibility to carry out the New Share Offering. The Placement Agreement also includes representations and warranties relating to the Company, its Group and their operations, whose scope and nature is typical for representations and warranties made by securities issuers in agreements of this type concluded as part of transactions similar to the New Share Offering. In accordance with the terms of the Placement Agreement, the Offering Managers and other persons specified in the Placement Agreement will be indemnified against specified claims, liabilities or costs which may be lodged against or sought from the Offering Managers or such other persons in connection with the Placement Agreement (the indemnity clause).

Subject to standard exemptions, the Company agreed that without the consent of the Global Coordinator, i.e. Pekao IB, it will not issue, sell or offer any existing Company shares for 360 (three hundred and sixty) days from the date of execution of an annex to the Placement Agreement to determine the issue price.

The Management Board and the Global Coordinator have received a warranty from ILDC to the effect that ILDC will not sell (or publicly announce a plan to sell) Series D Shares for 360 (three hundred and sixty) days from the date on which the issue price of Series D Shares was determined.

IMPORTANT NOTICE

This current report has been prepared in accordance with Article 17(1) of the MAR.

This current report is for information only. The Company publishes it exclusively to provide important information about the terms and conditions of its share offering. This current report is not intended, directly or indirectly, to promote the offering, subscription for or purchase of Company shares referred to herein (“Series D Shares”) and does not constitute an advertisement or promotional material prepared or published by the Company for the purpose of promoting, subscribing for or offering Series D Shares, or encouraging investors, directly or indirectly, to subscribe for Series D Shares. To date, the Company has not published any materials to promote or subscribe for Series D Shares and does it intend to publish any such materials after the date of issue of this current report.

This current report and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.. This current report is for information only and is not intended as an offer to issue, or the solicitation of an offer to subscribe for shares in the Company’s share capital in the United States, Australia, Canada, Japan or South Africa or other countries or jurisdictions. This current report has not been approved by any regulatory body or stock exchange. Any failure to comply with such restrictions may represent a breach of the laws governing trading in securities in a given jurisdiction.

Series D Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, or with any regulatory body competent for trading in securities in any state or other jurisdictions of the United States, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the territory of the United States without registration in accordance with the United States Securities Act, except for transactions which are not subject to or which are exempt from registration requirement under the United States Securities Act and in accordance with applicable laws governing trading in securities in any state or other jurisdictions of the United States. Series D Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State Securities Commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon the merits of or given their approval to the offering of Series D Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States, Australia, Canada, Japan, South Africa, to or for the account of any citizens or residents of the United States, Australia, Canada, Japan or South Africa and nationals of those countries.

Series D Shares are not offered to the public in the United States, the United Kingdom or any country other than Poland. All offerings of Series D Shares will be made in accordance with the Prospectus Regulation and will be exempt from the requirement to prepare a prospectus.

In connection with the matters covered by this current report, no prospectus will be made available and no such prospectus is required to be prepared (under the Prospectus Regulation). This current report and the description of the terms and conditions of the New Share Offering contained herein are for information only; the information contained herein is addressed only to persons who are (i) qualified investors within the meaning of the Prospectus Regulation and (ii) investors referred to in Article 1(4)(d) of the Prospectus Regulation (iii) other persons who may be notified thereof in accordance with the applicable laws (all such persons are jointly referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not serve as a basis for taking action or be used by persons other than Eligible Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investments or investment activity covered by this current report and the terms and conditions described herein shall be available only to and may be undertaken only by Eligible Persons.

This current report has been published by the Company, which bears sole responsibility for this current report. Pekao Investment Banking S.A. (as global coordinator and joint bookrunner) (“Pekao IB“) and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao (as joint bookrunner and settlement agent) (the “Managers“), their affiliates and their representatives do not and will not bear any liability nor do they make any representations or warranties, whether express or implied, concerning the accuracy or completeness of this current report, nor any other written or oral information made available or publicly available to any party concerned or their advisers. Such liability is hereby entirely excluded.

Each Manager acts solely for the Company and not for any other entity in connection with the offering or subscription for Series D Shares, and will not be liable to any person other than the Company in the context of client protection, and will not provide any advice in relation to the offering or subscription for Series D Shares or any other matters referred to in this current report. Beside any liability or obligations which may be imposed on the Managers under applicable laws, none of the Managers or any of their affiliates is liable for the content of this current report or for any other representations made or allegedly made by or on behalf of the Managers or their affiliates in connection with the Company, Series D Shares, their offering or subscription. Therefore, neither the Managers nor any of their affiliates will be held liable for any representation or other information contained herein, arising in tort or contract or otherwise (except for those referred to above), and they do not make any representations or warranties, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Managers may participate in the offering on commercial terms.

The distribution of this current report or information on the offering or subscription for Series D Shares may be restricted by law in certain jurisdictions. The Company, the Managers and their affiliates have not taken any steps that would be intended to or could enable the offering of Series D Shares to be conducted in any other jurisdiction, or cause this current report or any other offer or advertising material relating to Series D Shares to be held or disseminated in any other jurisdiction.

Persons disseminating any part of this current report must satisfy themselves that it is lawful to do so. Persons (including, but not limited to, nominees and custodians) who have a contractual or other legal obligation to provide a copy of this current report should seek appropriate advice before doing so. The Company and the Managers require all persons in possession of this current report to familiarise themselves with and comply with applicable restrictions.

This current report contains (or may contain) certain forward-looking statements relating to the Company’s current expectations and predictions of future events. Forward-looking statements, which sometimes contain words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar import, reflect the beliefs and expectations of the Company’s Management Board, and involve a number of risk factors, uncertainties and possible falsification of adopted assumptions, which may be updated in the future, and the occurrence or updating of which is beyond the Company’s control, and may cause actual results to differ significantly from any expected results expressed or implied in forward-looking statements. The statements contained in this current report concerning past trends or activities should not be considered a statement that such trends or activities will continue in the future. The information contained in this current report may be changed without prior notice and, except as required by applicable laws, the Company is not liable or obliged to, and does not intend to, publicly update or review any forward-looking statements contained herein. The forward-looking statements should not be unduly relied on, as they merely reflect beliefs as at the date of issue of this current report. Nothing in this current report constitutes or is intended to constitute an earnings forecast or estimate, or is intended to imply that the Company’s earnings in the current or future financial year will match or exceed the Company’s historical or published earnings. In view of these risks, uncertainties and assumptions that may be revised in the future, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report does not, and does not purport to, identify or imply any (direct or indirect) risks that may arise from investing in Series D Shares. Any investment decision to subscribe for or acquire Series D Shares in an offering or subscription of these shares must be made only on the basis of publicly available information which has not been independently verified by the Managers.

Information contained in this current report may not be communicated or disseminated to other persons and may not be reproduced in any way. Any communication, dissemination, reproduction or disclosure of such information in whole or in part is prohibited. Failure to comply with this prohibition may constitute a violation of the U.S. Securities Act or laws applicable in other jurisdictions.

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report is not a recommendation of an investment decision concerning the offering or subscription for the Placement Shares. Investors or prospective investors should independently examine, analyse and assess the activities and data described in this current report as well as publicly available information. The price and value of the securities may increase or decrease. Historical performance is not indicative of future performance.

Legal basis:

Article 17(1) of MAR – inside information.

Attachments
cr-16-2020 (pdf)
Current Report 15/2020 - 16.10.2020

Issue of Series C1 notes by MLP Group

Details

Further to Current Report No. 12/2020 of October 5th 2020, the Management Board of MLP Group S.A. (the “Company”) announces that on October 16th 2020 15,000 Series C1 bearer notes of the Company, with a nominal value of EUR 1,000 per note and a total nominal value of EUR 15,000,000, (the “Notes”) were duly paid up.

On the primary market, 17 entities (including sub-funds) have placed subscription orders for a total of 16,030 Notes. The Notes were allotted to 17 entities (including sub-funds), with the average reduction rate of 6.4% for the entire issue. Ultimately, the Company allotted 15,000 Notes.

The Notes were registered with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) under ISIN code PLMLPGR00066. The Company will apply for assimilation of the Notes with Series C Notes (ISIN code: PLMLPGR00058) of the Company, admitted and introduced to trading on the Catalyst alternative trading system operated by the Warsaw Stock Exchange (the “WSE”). Upon the assimilation, the total number of notes traded on Catalyst under the abbreviated name “MLP0225” will be increased to 45,000.

For the other parameters of the Notes, see Current Report No. 11/2020 of September 29th 2020 and Current Report No. 12/2020 of October 5th 2020.

Pursuant to Resolution No. 790/2020 of the WSE Management Board dated October 15th 2020, the Notes were introduced to Catalyst as of the date of their registration with the Central Securities Depository of Poland, i.e. October 16th 2020.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
cr-15_2020 (pdf)
Current Report 14/2020 - 12.10.2020

Change of issue date for Q3 2020 consolidated interim report

Details

Pursuant to Section 80.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Management Board of MLP Group S.A. announces a change of the issue date of the Q3 2020 consolidated interim report. The report will be released on November 27th 2020 (previously planned date: November 17th 2020).

The change is due to the need to adjust the issue date to the possible schedule currently considered by the Company for its share capital increase, on which the Company reported in Current Report No. 13/2020, and possible subscription for the shares by entities that are subject to obligations related to a closed period under MAR.

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
cr-14_2020 (pdf)
Current Report 13/2020 - 12.10.2020

Disclosure of delayed inside information about MLP Group S.A. Management Board’s decision to undertake analysis and work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital pursuant to the authorisation provided for in the Company’s Articles of Association (authorised share capital) through the issue of up to 1,650,000 (one million, six hundred and fifty thousand) ordinary shares, and announcement of information that the Management Board has passed a resolution to increase the Company’s share capital pursuant to the authorisation provided for in the Company’s Articles of Association (authorised share capital) through the issue of Series D ordinary shares

Details

This communication is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States, Australia, Canada or Japan, or who are subject to any other jurisdiction where such communication is restricted or prohibited. The above disclaimer also applies to the nationals of those countries.

Acting pursuant to Articles 17(1) and 17(4) of Regulation (EC) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC („MAR”), the Management Board of MLP Group S.A. (the “Company”) hereby publishes delayed inside information on the adoption by the Management Board of MLP Group S.A. of a decision on MLP Group S.A. undertaking analysis and work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association through the issue of ordinary shares within the limits set out in Art. 9a of the Company’s Articles of Association, providing for an authorised share capital increase, i.e. up to 3,260,385 (three million, two hundred and sixty thousand, three hundred and eighty-five) new shares (“Inside Information”).

Pursuant to Art. 17(4) of MAR, the disclosure of the inside information was delayed on September 17th 2020.

Content of the delayed inside information:

The Company’s Management Board announces that on September 17th 2020 it decided that MLP Group S.A. (the “Company”) would undertake analyses and work for the purpose of preparing, and potentially taking steps to carry out, an increase in the Company’s share capital through the issue of up to 1,650,000 (one million, six hundred and fifty thousand) Series D ordinary bearer shares pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association (“Series D Shares“).

The Company’s Management Board decided that economic and legal analyses would be undertaken to select a legal and economic structure that would be optimum from the Company’s perspective and would enable the issue of Series D Shares to be carried out through a public offering without the obligation to prepare a prospectus. The Company’s Management Board also decided to discuss matters related to the issue of Series D Shares to be carried out through a public offering and possible participation of the Company’s shareholders in the offering with the Company’s Supervisory Board.

Reasons for delayed disclosure of the Inside Information:

In the opinion of the Company’s Management Board, at the time of the decision on delayed disclosure of the Inside Information, it met the conditions set out in MAR and the guidelines under the Market Abuse Regulation, issued by the European Securities and Markets Authority pursuant to Article 17(11) of MAR on October 20th 2016. The Company’s Management Board believes that immediate disclosure of the Inside Information, i.e. as early as at the stage of analysis by the Company of the possible issue of Series D Shares and its process, could prejudice legitimate interests of the Company and its Group. Issue of Series D Shares by the Company required prior consultations with the Supervisory Board, which, in accordance with the Company’s Articles of Association, may influence the share issue process. Public disclosure of the information on undertaking the analysis could be interpreted to mean that a decision to carry out an offering has been made, which, in the event of the Management Board and the Supervisory Board failing to agree upon appropriate arrangements and not proceeding with the offering, would have had a negative effect on the Company’s credibility. It could have also adversely affected the success of the issue of Series D Shares. This is why immediate disclosure of the Inside Information could have compromised the Company’s ability to achieve its business and financial objectives. Furthermore, at the time of the decision to delay disclosure of the Inside Information it was difficult to determine the probability of the issue being actually carried out.

In the opinion of the Company’s Management Board, there were no reasons to believe that delayed disclosure of the Inside Information could be misleading for investors, in particular in view of the lack of any previous public announcements from the Company regarding the subject matter of the Inside Information (and in particular the lack of any announcements excluding the possibility of share issuance). Therefore, early publication of the Inside Information could have misled investors as to the likelihood and the terms and conditions of a potential share issue, and result in an incorrect assessment of such information by investors in terms of, among other things, its impact on the price of Company shares.

The Company’s Management Board also assures that it took the steps required by MAR to keep the delayed Inside Information confidential until it was disclosed to the public, relaying in this respect in particular on the internal information flow and protection procedures implemented at the Group level. At the time of the decision to delay disclosure of the Inside Information in accordance with Article 18 of MAR, a list of persons having access to the Inside Information was prepared, and the list was monitored on an ongoing basis and updated as needed.

The disclosure of the Inside Information was delayed until October 12th 2020.

Given the legitimate interests of the Issuer and its shareholders, and in compliance with the legal requirements of MAR, the Company will provide information on further steps in a separate report, if such information represents inside information.

Pursuant to the third subparagraph of Article 17(4) of MAR, after the delayed disclosure of inside information, the Company will promptly inform the Polish Financial Supervision Authority that the disclosure of the information was delayed and will provide an explanation of how the conditions for such delay were met. The delayed Inside Information will not be published if it ceases to be inside information before the lapse of its publication date, in particular as a result of the abandonment by the Company of the intention to increase its share capital through the issue of Series D Shares.

At the same time, acting pursuant to Section 5.9 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018, the Company hereby publishes inside information on the adoption on October 12th 2020, by the Management Board of MLP Group S.A., with the Supervisory Board’s approval, of a resolution to increase the Company’s share capital pursuant to the authorisation provided for in Art. 9a of the Company’s Articles of Association, by way of an issue of up to 1,650,000 (one million, six hundred and fifty thousand) Series D Shares, with the existing shareholders’ pre-emptive rights to acquire Series D Shares waived in their entirety, with a view to further development of the Company. The Company’s Management Board intends to offer Series D Shares only to qualified investors, as defined in the Regulation, and investors referred to in Art. 4.1.d) of the Regulation, including investors that: (i) are the Company’s shareholders as at the day preceding the bookbuilding opening date (the “Preference Date”) and (ii)present, during the bookbuilding process for Series D Shares, information (i.e. a certificate issued by the entity keeping their securities account) on the number of Company shares they hold as at the end of the Preference Date, with the proviso that the number of shares held by such an investor as at the end of the Preference Date may not represent less than 1% (one percent) of the total number of shares in the Company (the “Eligible Investors“) (in the case of investment funds, it may be the total number of shares held by more than one fund managed by the same management company). It is the Management Board’s intention, provided for in the resolution to increase the Company’s share capital through the issue of Series D Shares, that Series D Shares be allotted to each Eligible Investor that in the bookbuilding process submits a declaration(s) of subscription for Series D Shares at a price not lower than the issue price of Series D Shares determined by the Management Board, in such number – with priority before the allotment of the remaining Series D Shares – which enables such Eligible Investor, after the issue of Series D Shares, to maintain a share in total voting rights at the Company’s General Meeting that is not lower than the share held by that Eligible Investor as at the end of the Preference Date. At the same time, the Management Board expects Israel Land Development Company Ltd. of Bnei – Brak, Israel (“ILDC”), or an investor designated by ILDC which is a subsidiary of ILDC, to place a subscription order for Series D Shares at the issue price determined in the bookbuilding process, so that the share of Series D Shares in respect of which it will place the subscription order will represent a number that will enable the ILDC Group, directly and through its subsidiaries, to maintain an unchanged equity interest in the Company, with the proviso that in the transaction it will be possible to change the share of individual ILDC subsidiaries in the Company’s shareholding structure. ILDC’s right to subscribe for Series D Shares excludes the right of ILDC subsidiaries as investors meeting the Eligible Investor criteria set out above. If any shares remain unsubscribed for after Series D Shares are offered in accordance with the terms described above, the Company’s Management Board may allot such Series D Shares to other investors selected by the Management Board, who are entitled to participate in the offering of Series D Shares.

At the same time, in connection with the increase in the Company’s share capital to be made by the Company’s Management Board pursuant to the authorisation provided for in the Company’s Articles of Association (the authorised share capital) through the issue of no fewer than 1 (one) and no more than PLN 1,650,000 (one million, six hundred and fifty thousand złoty) Series D Shares, the Company’s Management Board announces that on October 12th 2020, Pekao Investment Banking S.A. was mandated to act as global coordinator and joint bookrunner (“Pekao IB”), and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao was mandated to act as joint bookrunner and settlement agent („BM Pekao”). The Company further announces that the detailed schedule of the Offering is still being agreed on and will be published in a separate current report.

It is the Company’s intention to conduct, in cooperation with Pekao IB and BM Pekao, the issue of Series D Shares through a public offering addressed only to the categories of investors in the case of which no prospectus or other offering document is required for the purposes of such offering.

Disclaimer:

This current report is for information purposes only and the sole purpose of its publication by the Company is to provide information on certain steps taken by the Company, including engaging Pekao Investment Banking S.A. and Bank Polska Kasa Opieki Spółka Akcyjna – Biuro Maklerskie Pekao, in connection with the Company’s intention to raise funds through the issue of Series D Shares, with the existing shareholders’ pre-emptive rights to acquire Series D Shares waived in their entirety, with a view to further development of the Company. This Current Report is not intended in any way, directly or indirectly, to promote subscription for the new issue shares, and is not a promotional material prepared or published by the Company to promote the new issue shares or subscription for the shares, or to encourage anyone, directly or indirectly, to acquire or subscribe for the shares. The Company has not published any materials designed to promote the new issue shares or subscription for the shares.

This material is not addressed to or intended for any recipients whose domicile, registered office, management body or principal establishment are in the territory of the United States of America, Australia, Canada, or Japan, or who are subject to any other jurisdiction where this is prohibited or restricted. The above disclaimer also applies to the nationals of those countries. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America other than in transactions that are not subject to, or are exempt from, registration under the U.S. Securities Act.

Legal basis:

Article 17(1) and Article 17(4) of MAR – Inside information

Attachments
cr-13_2020 (pdf)
Current Report 12/2020 - 05.10.2020

MLP Group Management Board passes resolution to amend its resolution on issue of Series C1 notes of September 28th 2020

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on October 5th 2020 it passed a resolution to amend the resolution on the issue of Series C1 notes, passed by the Company’s Management Board on September 28th 2020 (announced in Current Report No. 11/2020 of September 29th 2020), so that the number of the Company’s Series C1 bearer notes to be issued, with a nominal value of EUR 1,000 per note, (the “Notes”) is increased from 10,000 to 15,000 and, consequently, the total value of the issue is increased from EUR 10,000,000 to EUR 15,000,000.

The other terms and conditions of the Notes remain unchanged relative to those announced by the Management Board in Current Report No. 11/2020 of September 29th 2020.

Legal basis:

Article 17(1) of MAR – Inside information

Current Report 11/2020 - 29.09.2020

Resolution by MLP Group Management Board on issue of Series C1 notes

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on September 28th 2020 the Company’s Management Board passed a resolution on the issue, by way of a public offering to qualified investors, of up to 10,000 Series C1 bearer notes of the Company with a nominal value of EUR 1,000 per note and a total value of the issue of up to EUR 10,000,000 (the “Notes”). The Notes will be issued on October 16th 2020.

The Notes will be issued at an issue price of EUR 1,004 (one thousand and four euros) per Note.

The Notes will pay variable interest at 6M EURIBOR plus a margin of 2.95%.

The Notes will be unsecured instruments. The objectives of the issue were not specified.

The Notes mature on February 19th 2025, with an early redemption option at the Company’s discretion.

The Company will apply for registration of the Notes in the depository maintained by the Central Securities Depository of Poland and for introduction of the Notes to trading in the alternative trading system organised by the WSE, as will be announced in a separate current report. Given that cash payments and other noteholder rights arising under the Company’s Series C Notes issued on February 19th 2020 (“Series C Notes) and under the Notes are the same, the Company intends to apply for assimilation of the Notes and Series C Notes under the single code ISIN PLMLPGR00058 and for listing of the Notes and Series C Notes in the same listing line on the Catalyst market.

Legal basis:

Article 17(1) of MAR – Inside information

Attachments
cr-11_2020 (pdf)
Current Report 10/2020 - 21.09.2020

Powzięcie zamiaru emisji obligacji

Details

No. 3/12/2019 of December 9th 2019 (the “Programme”), announced in Current Report No. 11/2019 of December 18th 2019, it has decided to undertake analysis and work in preparation for contemplated steps to be taken in order for the Company to issue, as part of the Programme, bearer bonds through a public offering (the “Bonds”). The contemplated issue of Bonds under the Programme may comprise Bonds issued on the same terms and offering the same rights as series C bonds bearing ISIN code PLMLPGR00058, issued under the Programme on February 19th 2020. If the Bonds are issued, they will be assimilated with the bonds bearing ISIN code PLMLPGR00058.

Legal basis:

Article 17(1) of MAR – Inside information

Attachments
cr-10_2020 (pdf)
Current Report 9/2020/K - 21.09.2020

Correction of Current Report No. 9/2020 on registration of amendments to the Articles of Association of MLP GROUP S.A.

Details

The Management Board of MLP Group S.A. (the “Company”) announces that Current Report No. 9/2020, issued on September 16th 2020, contained the following erroneous wording:

“the Company has been notified that its attorney has been served a decision, issued by the District Court for Warsaw – Mokotów in Warsaw, 14th Commercial Division of the National Court Register, to register the amendments to the Articles of Association (…)”.

The correct wording is:

“the Company has been notified that its attorney has been served a decision, issued by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, to register the amendments to the Articles of Association (…)”.

Save as stated above, the wording of Current Report No. 9/2020 remains unchanged.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Par. 5.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Attachments
cr-9_2020_k (pdf)
Current Report 9/2020 - 16.09.2020

Registration of amendments to the Articles of Association of MLP GROUP S.A.

Details

The Management Board of MLP GROUP S.A. (the “Company”) of Pruszków, in connection with the adoption on June 29th 2020 by the Company’s Annual General Meeting (“AGM”) of Resolution No. 12 of June 29th 2020 on amendment of the Company’s Articles of Association, announces that the Company has been notified that its attorney has been served a decision, issued by the District Court for Warsaw – Mokotów in Warsaw, 14th Commercial Division of the National Court Register, to register the amendments to the Articles of Association as set out in the abovementioned resolution of the AGM, consisting in the addition of new Article 9a, with the wording as provided below, and setting the amount of authorised share capital at PLN 815,096.

”Article 9a

1. The Company’s Management Board is authorised, pursuant to Article 444 of the Commercial Companies Code, to increase the Company’s share capital by no more than PLN 815,096 (the “Authorised Capital”) for a period not exceeding three years, starting from the date of registration by the competent registry court of an amendment to the Articles of Association which introduces the Management Board’s power contained herein. The Management Board may exercise the authorisation granted to it by making one or more subsequent increases in the share capital by way of one or more issues of shares, within the limits of the Authorised Capital. An increase in the share capital within the limits of the Authorised Capital may only be made for cash contributions.

2. The Management Board is authorized to perform all activities related to the issue of shares within the limits of the Authorized Capital, in particular to:

1) determine the amount of the share capital increase, including the minimum and maximum amount of the share capital increase,

2) subject to the prior consent of the Supervisory Board, deprive shareholders of their pre-emptive rights to shares issued under the authorisation contained in this Article 9a,

3) subject to obtaining the Supervisory Board’s subsequent consent, determine the issue price of the shares, however, if the existing shareholders are deprived of their pre-emptive rights to shares issued within the limits of the Authorised Capital, the price should be determined on the basis of book-building in an offer non-discriminatory to the Company’s existing shareholders,

4) setting the opening and closing dates for the subscription of shares issued within the limits of the Authorised Capital,

5) determine the terms and conditions for placing subscriptions for shares issued within the limits of the Authorised Capital, including the division of shares issued within the limits of the Authorised Capital into tranches and making shifts between tranches,

6) conclude agreements with entities authorised to accept such subscriptions, as well as to determine the places where subscriptions for shares issued under the Authorised Capital will be accepted,

7) determine other principles of allocation and distribution of shares issued within the limits of the Authorised Capital within particular tranches,

8) allocate shares issued within the limits of the Authorised Capital within particular tranches,

9) conclude a firm commitment underwriting agreement or standby underwriting agreement, if the Management Board considers it appropriate,

10) conclude with Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland) an agreement on the registration of securities, referred to in Article 5 of the Act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2020, Item 89), in order to dematerialise them,

11) perform all factual and legal actions necessary to admit and introduce the shares issued under the Authorised Capital to trading on the regulated market on Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange),

12) perform all factual and legal actions necessary to admit and introduce to trading on the regulated market on Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) the rights to shares created as a result of the subscription and allocation of shares issued within the limits of the Authorised Capital.

3. Shares issued under the authorisation of the Management Board, within the limits of the Authorised Capital, shall not have any preference over the existing shares.

4. This authorisation does not include the authorisation to increase the share capital from the Company’s own resources.

5. The resolution of the Company’s Management Board adopted in accordance with Article 9a.1 above replaces the resolution of the General Meeting on the increase of the share capital and, for its validity, requires the form of a notarial act. After subscription of the shares, the Management Board is entitled to introduce changes to the text of the Articles of Association, which result from the issue within the limits of the Authorised Capital, by specifying the amount of the share capital and changing the remaining authorisation of the Management Board to issue further shares within the limits of the unused Authorised Capital accordingly.”

The consolidated text of the Articles of Association is attached to this report.

Legal basis:

Par. 5.1 of the Minister of Finance’s Regulation

Current Report 8/2020 - 29.06.2020

Shareholders holding 5% or more of total voting rights at MLP GROUP Annual General Meeting

Details

The Management Board of MLP GROUP S.A. of Pruszków (“MLPG”) announces that the shareholders present at the Annual General Meeting of MLPG on June 29th 2020 held 15,590,169 voting rights. Accordingly, 86.07% of MLPG’s share capital, consisting of 18,113,255 shares, each carrying one voting right, was represented at the Annual General Meeting.

The shareholders who held 5% or more of total voting rights at the Annual General Meeting on June 29th 2020 were:

CAJAMARCA HOLLAND B. V. of the Hague, the Netherlands, holding 10,319,842 voting rights, representing 66.19% of total voting rights at the General Meeting and 56.97% of total voting rights in the Company,
THESINGER LIMITED of the Nikosia, the Cyprus, holding 1,771,320 voting rights, representing 11.36% of total voting rights at the General Meeting and 9.78% of total voting rights in the Company,
AEGON OFE of Warsaw, holding 1,220,305 voting rights, representing 7.71% of total voting rights at the General Meeting and 6.44% of total voting rights in the Company.
METLIFE OFE of Warsaw, holding 1,500,000 voting rights, representing 9.62% of total voting rights at the General Meeting and 8.28% of total voting rights in the Company.

Legal basis:

Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Current Report 7/2020 - 29.06.2020

Resolutions passed by MLP GROUP Annual General Meeting on June 29th 2020

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) publishes the resolutions passed by the Company’s Annual General Meeting on June 29th 2020.

The resolutions are attached as an appendix to this report.

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Par. 19.1.6 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018

Current Report 6/2020 - 02.06.2020

Notice of Annual General Meeting given by MLP Group S.A. Management Board

Details

Acting pursuant to Art. 399.1 and Art. 402¹ of the Commercial Companies Code, and Art. 11.1 and Art. 14 of the Company’s Articles of Association, the Management Board of MLP Group S.A. of Pruszków (the “Company”) gives notice of the Annual General Meeting of the Company, to be held at the Company’s registered office at ul. 3-go Maja 8, building S5, in Pruszków from 10 am on June 29th 2020.

The full text of the notice of the Annual General Meeting of MLP Group S.A., with draft resolutions to be considered by the General Meeting, is attached to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Attachments
wza-2020-eng (zip)
Current Report 5/2020 - 12.05.2020

Change in the date of publication of the interim report for Q1 2020

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”), with reference to Current Report No. 02/2020 of 1 February 2020 on the dates of publication of the Issuer’s interim reports during the financial year 2020, hereby announces a change in the date of publication of the Consolidated Quarterly Report containing condensed standalone financial information for Q1 2020 from the originally scheduled 18 May 2020 to 25 May 2020.

Current Report 4/2020 - 24.02.2020

Date of first listing of Series C bearer notes of MLP GROUP in Catalyst alternative trading system

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on February 24th 2020 it was notified that on February 21st 2020 the Management Board of the Warsaw Stock Exchange passed a resolution to set February 26th 2020 as the date of first listing of 30,000 (thirty thousand) Series C bearer notes of the Company, with a nominal value of EUR 1,000 (one thousand euro) per note, assigned code PLMLPGR00058 by the Central Securities Depository of Poland (the “Notes”), in the Catalyst alternative trading system. The notes will be listed in the continuous trading system under the abbreviated name “MLP0225”.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
cr_4_2020 (pdf)
Current Report 3/2020 - 19.02.2020

Issue of Series C notes by MLP Group

Details

Further to Current Report No. 1/2020 of January 28th 2020, the Management Board of MLP Group S.A. (the “Company”) announces that on February 19th 2020 the Company issued, by way of a public offering, 30,000 Series C bearer notes with a nominal value of EUR 1,000 per note and a total value of the issue of EUR 30,000,000 (the “Notes”).

The Notes were registered with Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) under ISIN number PLMLPGR00058. For other parameters of Series C notes, see Current Report No. 1/2020 of January 28th 2020.

Pursuant to Resolution No. 109/2020 of the Management Board of the Warsaw Stock Exchange dated February 17th 2020, the Notes were introduced to the Catalyst alternative trading system as of the date of their registration with Central Securities Depository of Poland, i.e. February 19th 2020.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
cr_3_2020 (pdf)
Current Report 2/2020 - 02.02.2020

Release dates for periodic reports in 2020

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) hereby announces to the public the release dates for the Company’s periodic reports in the financial year 2020:

Consolidated annual report for the year ended December 31st 2019 − March 17th 2020,
Separate annual report for the year ended December 31st 2019 − March 17th 2020,
Consolidated quarterly reports containing condensed separate financial information:
Q1 2020 report – May 18th 2020,
Q3 2020 report – November 17th 2020,
Consolidated half-year report for the six months ended June 30th 2020 containing condensed separate financial information – August 25th 2020.
Furthermore, pursuant to Par. 62.1 and Par. 62.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 the “Regulation”), the Company announces that the consolidated quarterly and half-year reports will contain, respectively, the quarterly and half-year condensed separate financial statements of the parent. The annual report will be drawn up and issued to the public both in the separate and consolidated form.

As permitted by Par. 79.2 of the Regulation, the Company will not issue a Q4 2019 or a Q2 2020 quarterly report.

All the periodic reports will be published on the Company’s website (www.mlp.pl), in the Investor Relations section.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information,

Par. 80.1 and Par. 83.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz. U. 2018, item 757).

Attachments
cr_2_2020 (pdf)
Current Report 1/2020 - 28.01.2020

Resolution by MLP Group Management Board on issue of Series C notes

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on January 28th 2020 the Company’s Management Board passed a resolution on the issue, by way of a public offering, of up to 30,000 Series C bearer notes of the Company with a nominal value of EUR 1,000 per note and a total value of the issue of up to EUR 30,000,000 (the “Notes”). The Notes will be issued on February 19th 2020.

They will be unsecured instruments, paying variable interest at 6M EURIBOR plus a margin.

The objectives of the issue were not specified.

The Notes mature on February 19th 2025, with an early redemption option at the Company’s discretion.

They will be assigned ISIN code PLMLPGR00058.

The Company will apply for registration of the Notes in the depository maintained by the Central Securities Depository of Poland. It further intends to apply for introduction of the Notes to trading in the alternative trading system organised by the WSE, as will be announced in a separate current report.

Legal basis:

Article 17(1) of MAR – Inside information

Attachments
cr_1_2020 (pdf)
Current Report 11/2019/K - 18.12.2019

Correction of Current Report No. 11/2019 on establishment of Notes Programme and execution of issue agreement concerning its establishment

Details

The Management Board of MLP Group S.A. (the “Company”) announces that Current Report No. 11/2019, issued on December 18th 2019, contained the following erroneous wording:

“The Management Board of MLP Group S.A. (the “Company”) announces that on December 9th 2019 it passed Resolution No. 1/12/2019 to establish a notes programme (the “Notes Programme”), pursuant to which on December 18th 2019 the Company executed an issue agreement (…) concerning establishment of the Notes Programme.”

Meanwhile, it should read as follows:

“The Management Board of MLP Group S.A. (the “Company”) announces that on December 9th 2019 it passed Resolution No. 3/12/2019 to establish a notes programme (the “Notes Programme”), pursuant to which on December 18th 2019 the Company executed an issue agreement (…) concerning establishment of the Notes Programme.”

Save as stated above, the wording of Current Report No. 11/2019 remains unchanged.

Legal basis:

Article 17(1) of MAR – Inside information

Attachments
cr_11_2019_k_ (pdf)
Current Report 11/2019 - 18.12.2019

Establishment of Notes Programme and execution of issue agreement concerning its establishment

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on December 9th 2019 it passed Resolution No. 1/12/2019 to establish a notes programme (the “Notes Programme”), pursuant to which on December 18th 2019 the Company executed an issue agreement with Bank Polska Kasa Opieki S.A. of Warsaw, as the arranger, calculation agent, dealer, technical agent, offering broker and bookrunner, and with Pekao lnvestment Banking S.A. of Warsaw, as the arranger, technical agent, offering broker and dealer, (the “Agreement”) concerning establishment of the Notes Programme.

The Agreement provides for the issuance of notes in series, to be offered to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, in a public offering based on invitations to acquire notes in accordance with Art. 33.1 of the Polish Act on Bonds of January 15th 2015. Under the Programme, the Company may issue multiple series of notes on the terms and conditions set forth in the Agreement, up to an amount of EUR 60,000,000, being the maximum aggregate nominal amount of all notes issued and outstanding under the Programme. Notes to be issued pursuant to the Agreement will be unsecured notes, conferring the right to cash payments only. They will be introduced to the alternative trading system operated by the Warsaw Stock Exchange. The maturities of notes issued under the Programme may not be longer than ten years. The detailed terms and conditions of each series of notes will be set out in the relevant issue documents.

Legal basis:

Article 17(1) of MAR – Inside information

Attachments
cr_11_2019_ (pdf)
Current Report 10/2019 - 09.12.2019

Resolution by MLP Group Supervisory Board on payment of interim dividend for FY 2019

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on December 9th 2019 the Company’s Supervisory Board passed a resolution approving payment of an interim cash dividend of PLN 3,984,916.10, i.e. PLN 0.22 per share, on the terms specified in the Management Board’s relevant resolution, as announced by the Company in Current Report No. 9/2019. The interim dividend record date will be December 20th 2019, while the payment date has been set for December 27th 2019. As a result of the Supervisory Board’s approval, the Management Board’s resolution announced by the Company in Current Report No. 9/2019 has taken effect.

Legal basis:

Art. 349.4 of the Commercial Companies Code – notice of interim dividend payment

Article 17(1) of MAR – inside information.

Attachments
cr-_10_2019 (pdf)
Current Report 9/2019 - 09.12.2019

Resolution by MLP Group Management Board on payment of interim dividend for FY 2019

Details

The Management Board of MLP Group S.A. (the “Company”) announces that on December 9th 2019 it passed a resolution to pay an interim dividend for the financial year 2019. Pursuant to the Management Board’s resolution, the Company will distribute among its shareholders an interim cash dividend of PLN 3,984,916.10, i.e. PLN 0.22 per share. The interim dividend record date will be December 20th 2019, while the payment date has been set for December 27th 2019. The interim dividend will be disbursed by the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A. of Warsaw). The resolution will take effect subject to its approval by the Company’s Supervisory Board.

The total amount of this year’s interim dividends has been determined in accordance with the first sentence of Art. 349.1 and the second sentence of Art. 349.2 of the Commercial Companies Code, amounting to no more than half of the profit earned since the end of the previous financial year, as disclosed in the audited financial statements as at December 31st 2018, increased by the amount of capital reserves created from profit that may be allocated by the Management Board to interim dividend payment, and reduced by the amount of accumulated losses and treasury shares.

The text of the Management Board’s resolution is attached as an appendix hereto.

Legal basis:

Art. 349.4 of the Commercial Companies Code – notice of interim dividend payment

Article 17(1) of MAR – inside information.

Current Report 8/2019 - 25.07.2019

Execution of agreement to purchase real property in Germany

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) announces that on July 25th 2019 MLP Business Park Berlin I Sp. z o.o. & Co KG of Munich, Germany, a subsidiary of the Company (the “Buyer”), acting as the buyer, executed in Germany a notarial deed representing a conditional agreement for purchase of the ownership title to an undeveloped land property with an area of 49,661 at Genshagener Strasse, 14974 Ludwigsfelde (a town adjacent to Berlin, situated close to the Berlin-Schönefeld Airport) for a consideration of EUR 3,401,778.50 plus VAT at the applicable rate of 19%.

The property would be assigned by the Buyer for the development of MLP Business Park Berlin I, a project that would consist of small storage and logistics units with accompanying office space, intended for lease. Under the deed, final transfer to the Buyer of the ownership title to the property is subject to the following conditions precedent: the municipality of Ludwigsfelde’s waiver of its statutory right of pre-emption and the Buyer’s securing a permit to remove vegetation covering the property. If these conditions precedent are not satisfied by April 30th 2020, each party may withdraw from the agreement.

The agreement does not provide for any significant contractual penalties, nor does it deviate from standard market terms applied in similar agreements.

The agreement is being reported as it is material for the Company’s business and its investment plans in Germany.

In the opinion of the Company’s Management Board, this current report constitutes inside information as defined in Article 7 of MAR.

Legal basis:

Article 17(1) in conjunction with Article 7(1)(a), Article 7(2), Article 7(3), and Article 7(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”) in conjunction with Articles 2 and 3 of Commission Implementing Regulation (EU) 2016/1055 of June 29th 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council.

Attachments
cr_8_2019 (pdf)
Current Report 7/2019 - 27.06.2019

Shareholders holding 5% or more of total voting rights at MLP GROUP Annual General Meeting

Details

The Management Board of MLP GROUP S.A. of Pruszków (“MLPG”) announces that the shareholders present at the Annual General Meeting of MLPG on June 27th 2019 held 11,845,294 voting rights. Accordingly, 65.4% of MLPG’s share capital, consisting of 18,113,255 shares, each carrying one voting right, was represented at the Annual General Meeting.

The shareholders who held 5% or more of total voting rights at the Annual General Meeting on June 27th 2019 were:

CAJAMARCA HOLLAND B. V. of the Hague, the Netherlands, holding 10,319,842 voting rights, representing 87.12% of total voting rights at the General Meeting and 56.97% of total voting rights in the Company,
AEGON OFE of Warsaw, holding 1,220,652 voting rights, representing 10.3% of total voting rights at the General Meeting and 6.74% of total voting rights in the Company.
Legal basis:

Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Attachments
cr_7_2019 (pdf)
Current Report 6/2019 - 27.06.2019

Resolutions passed by MLP GROUP Annual General Meeting on June 27th 2019

Details

The Management Board of MLP Group S.A. of Pruszków (the “Company”) publishes the resolutions passed by the Company’s Annual General Meeting on June 27th 2019.

The resolutions are attached as an appendix to this report.

Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005

Par. 38.1.7 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009

Attachments
cr-6-2019 (zip)
Current report 5/2019 - 28.05.2019

Notice of Annual General Meeting given by MLP Group S.A. Management Board

Details

Acting pursuant to Art. 399.1 and Art. 402¹ of the Commercial Companies Code, and Art. 11.1 and Art. 14 of the Company’s Articles of Association, the Management Board of MLP Group S.A. of Pruszków (the “Company”) gives notice of the Annual General Meeting of the Company, to be held at the Company’s registered office at ul. 3-go Maja 8, building S5, in Pruszków from 9 am on June 27th 2019.

The full text of the notice of the Annual General Meeting of MLP Group S.A., with draft resolutions to be considered by the General Meeting, is attached to this report.

Legal basis:

Art. 56.1.2 of the Public Offering Act − Current and periodic information

Attachments
wza-2019-1 (zip)
Current report 4/2019 - 22.05.2019

Execution of contract with auditor

Details

The Management Board of MLP Group S.A. (the “Company”) reports that on May 22 2019 the Company signed a contract with PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. (formerly: PricewaterhouseCoopers sp. z o.o.), with its registered office at ul. Polna 11, Warsaw, Poland (entered in the list of audit firms under Reg. No. 144). The subject of the contract is:

audit of separate financial statements of the Company,
audit of consolidated financial statements of the MLP Group S.A. Group,
audit of consolidation packages prepared for the purposes of consolidation of the ILDC Group,
review of separate financial statements of the Company,
review of consolidated financial statements of the MLP Group S.A. Group,
review of consolidation packages prepared for the purposes of consolidation of the ILDC Group.
The execution of the contract was approved by the Company’s Supervisory Board. The contract, authorised by the Supervisory Board, was concluded by the Management Board for the period until completion of the audit of the financial statements for the period ended December 31 2020.

So far, the Company has not used the services of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. with respect to review and audit of separate and consolidated financial statements or with respect to review and audit of consolidation packages.

The audit firm was selected in accordance with the applicable regulations and professional standards.

The Company further reports that the previous audit contract, with KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. of Warsaw, for the audit of the above-mentioned documents for the previous reporting periods expired.

Legal basis:

Article 17(1) of MAR – inside information.

Current Report 3/2019 - 14.05.2019

Change in the date of publication of the interim report for Q1 2019

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”), with reference to Current Report No. 01/2019 of 29 January 2019 on the dates of publication of the Issuer’s interim reports during the financial year 2019, hereby announces a change in the date of publication of the Consolidated Quarterly Report containing condensed standalone financial information for Q1 2019 from the originally scheduled 17 May 2019 to 22 May 2019.

Legal basis:

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Attachments
cr-_3_2019 (pdf)
Current Report 2/2019 - 09.05.2019

Credit facility agreement executed by Issuer’s subsidiaries

Details

MLP Group S.A. (the “Company”) announces that on 9 May 2019 three companies of the MLP Group, i.e. MLP Pruszków I Sp. z o.o. of Pruszków, MLP Pruszków III Sp. z o.o. of Pruszków and MLP Pruszków IV Sp. z o.o. of Pruszków (the “Borrowers”), executed a credit facility agreement with a bank syndicate comprising ING BANK ŚLĄSKI S.A. of Katowice, POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI S.A. of Warsaw and INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A. POLAND BRANCH of Warsaw (the “Banks”).

The facility amount is EUR 93,930,000.00 (or PLN 403,682,961.00 at today’s mid exchange rate quoted by the National Bank of Poland).

The proceeds will be used to refinance the Borrowers’ existing bank borrowings and to fund the MLP Group S.A. Group’s projects.

The facility’s principal is to be repaid in equal instalments. The term of the agreement is six years from the execution date, and the facility bears interest at a floating rate (3M EURIBOR) plus the Banks’ margin. Under the agreement, the Borrowers will pay fees that are customary in transactions of this type, i.e. an arrangement fee and an administration charge.

The credit facility agreement contains standard clauses and is a typical agreement for transactions of this type. The Borrowers have provided customary collateral, including mortgages over properties owned by the Borrowers, pledges over shares in the Borrowers, and declarations by the Borrowers and pledgees on voluntary submission to enforcement under Art. 777 of the Code of Civil Procedure.

The agreement will help the Borrowers to consolidate the existing liabilities under bank borrowings, secure a new financing source and extend maturities of the bank debt, thus strengthening their financial stability. Funds will be disbursed once all conditions precedent (standard for this type of finance) have been satisfied. The agreement also contains standard conditions subsequent, which the Borrowers must fulfil after the funds are disbursed.

The agreement does not contain any special terms or conditions that would differ from the terms and conditions commonly applied in agreements of this type, or contractual penalties that would exceed 10% of the value of the agreement or PLN equivalent of EUR 200,000, translated at the mid rate quoted by the National Bank of Poland for the date of the agreement.

No links exist between the Borrowers and the Banks or between the Borrowers’ management or supervisory personnel and the Banks’ management or supervisory personnel.

The credit facility agreement is considered to meet the criteria for having a potential impact on the Company’s share price as the total value of the agreement executed between the Borrowers and the Banks is significant by the Company’s standards.

Legal basis:

Article 17(1) of MAR – Inside information.

Attachments
cr_2_2019_ (pdf)
Current Report 1/2019/K - 29.01.2019

Correction of Current Report No. 1/2019 regarding Dates of publication of periodical reports in the financial year 2019

Details

Board of MLP Group S.A. (“Company”) notifies that in Current Report No. 1/2019 published on 29 January 2019, the following text was erroneously included:

“Pursuant to § 102 Section 1 of the Regulation, the Company will not publish its quarterly report for the fourth quarter of 2017, and pursuant to § 101 Section 2 of the Regulation, the Company will not publish its quarterly report for the second quarter of 2019.”

whereas it should be worded as follows:

“Pursuant to § 102 Section 1 of the Regulation, the Company will not publish its quarterly report for the fourth quarter of 2018, and pursuant to § 101 Section 2 of the Regulation, the Company will not publish its quarterly report for the second quarter of 2019.”

The remaining wording of Current Report No. 1/2019 shall remain unchanged.

Legal basis:

Article 56 Section 1 Item 2 of the Act on Offerings–current and periodic information.

§ 15 Section 2 of the Regulation issued by the Finance Minister on 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws from 2018, Item 757).

Attachments
cr_1_2019-k (pdf)
Current Report 1/2019 - 29.01.2019

Dates of publication of periodical reports in the financial year 2019

Details

The Management Board of the company MLP Group S.A. with its registered office in Pruszków (“Company”) hereby announces the dates of publication of periodic reports in the financial year 2019:

Consolidated annual report for the year ended 31.12.2018 – on 15 March 2019
Standalone annual report for the year ended 31.12.2018 – on 15 March 2019
Consolidated quarterly reports containing the Company’s standalone condensed financial information:
Q1 2019 Report – on 17 May 2019,
Q3 2019 Report – on 15 November 2019,
Consolidated semi-annual report for the period ended 30 June 2019 containing the Company’s stand alone condensed financial information – on 23 August 2019.
At the same time, pursuant to § 83 Section 1 of the Regulation of the Council of Ministers of 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws No. 33 Item 259) (hereinafter: the Regulation), the Company reports that the consolidated quarterly and semi-annual reports will contain respectively the quarterly and semi-annual condensed financial statements of the parent company. The annual report will be prepared and published both on a standalone and consolidated basis.

Pursuant to § 102 Section 1 of the Regulation, the Company will not publish its quarterly report for the fourth quarter of 2017, and pursuant to § 101 Section 2 of the Regulation, the Company will not publish its quarterly report for the second quarter of 2019.

All periodic reports will be published on the Company’s website (www.mlp.pl) in the Investor Relations tab.

Legal basis:

Article 56 Section 1 Item 2 of the Act on Offerings–current and periodic information.

§103 Section 1 and § 83 Section 1 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws No. 33 Item 259).

Attachments
cr_1_2019-2 (pdf)
Current Report 17/2018 - 27.11.2018

Surety for the liabilities of the Company’s subsidiary

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby reports the expiry of the surety that the Company granted for the liabilities under the agreement entered into on 30 September 2015 by the Company’s subsidiary, MLP Spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna with its registered office in Pruszków (“Seller”) with WestInvest Gesellschaft für Investmentfonds mbH with its registered office in Düsseldorf (“Buyer”) to sell the land located in Tychy (“Agreement”). The Company reported the execution of the Agreement and the granting of the aforementioned surety in Current Report No. 15/2015.

At the same time, in connection with change of the party to the Agreement from MLP Spółka z ograniczona odpowiedzialnością spółka komandytowo-akcyjna to MLP Temp Sp. z o.o., to which the Seller agreed on 26 November 2018, on 26 November 2018 Company granted a surety for the liabilities of MLP Temp Sp. z o.o. up to the total amount equal to the amount of the surety granted for the Seller’s liabilities on 30 September 2015 (for the period until 30 September 2021 for the representations and warranties made in the Agreement by MLP Temp Sp. z o.o. pertaining to taxes, until 30 September 2020 for the representations and warranties made in the Agreement by MLP Temp Sp. z o.o. for the legal title, and until other dates falling before these dates for the Seller’s other liabilities for other amounts), the amount of the surety will successively decrease as MLP Temp Sp. z o.o. performs the liabilities subject to the surety or the dates specified in the Agreement elapse. The amount of the surety granted by the Company has not changed; only the entity for whose liabilities the Company granted the surety has changed – previously it was MLP Spółka z ograniczoną odpowiedzialnością SKA with its registered office in Pruszków and as of 26 November 2018 it is MLP Temp Sp. z o.o. with its registered office in Pruszków.

The Company, the Seller or MLP Temp Sp. z o.o. are not entitled to any fee for granting the surety.

Legal basis:

Article 17 of MAR

Current Report 16/2018 - 07.11.2018

Change in the date of publication of the interim report for Q3 2018

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”), with reference to Current Report No. 01/2018 of 30 January 2018 on the dates of publication of the Issuer’s interim reports during the financial year 2018, hereby announces a change in the date of publication of the Consolidated Quarterly Report for Q3 2018 from the originally scheduled 13 November 2018 to 14 November 2018.

Legal basis:

§80 Section 2 of the Regulation issued by the Finance Minister on 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Current Report 15/2018 - 05.09.2018

Resolution adopted by the Supervisory Board of MLP GROUP S.A. on the payout of an interim dividend toward the anticipated dividend for the 2018 financial year

Details

The Management Board of MLP Group S.A. (“Company”) reports that on 5 September 2018 the Company’s Supervisory Board adopted a resolution to consent to the payout of an interim dividend totaling PLN 3,260,385.90 (say: three million two hundred sixty thousand three hundred eighty-five zloty and 90/100), i.e. PLN 0.18 per share, according to the conditions prescribed by the Company’s Management Board resolution which the Company announced in current report no. 14/2018. The record date for the interim dividend is 1 October 2018, while the payout date of the interim dividend is 8 October 2018. This means that the Company’s Management Board resolution which the Company announced in current report no. 14/2018 has taken force.

Legal basis:

Article 349 section 4 of the Commercial Company Code – announcement of the interim dividend payout

Article 17 Section 1 of MAR – confidential information.

Current Report 14/2018 - 05.09.2018

Resolution adopted by the Management Board of MLP GROUP S.A. on the payout of an interim dividend toward the anticipated dividend for the 2018 financial year

Details

The Management Board of MLP Group S.A. reports that on 5 September 2018 it adopted a resolution to pay an interim dividend to shareholders toward the anticipated dividend for the 2018 financial year. According to this Management Board resolution the Company will pay an interim dividend to shareholders totaling PLN 3,260,385.90 (say: three million two hundred sixty thousand three hundred eighty-five zloty and 90/100), i.e. PLN 0.18 per share. The record date for the interim dividend is 1 October 2018, while the payout date of the interim dividend is 8 October 2018. The Management Board’s resolution will take force provided that the Company’s Supervisory Board consents.

The total amount of this year’s interim dividends has been determined in accordance with Article 349 § 1 sentence 1 of the Commercial Company Code and Article 349 § 2 sentence 2 of the Commercial Company Code and constitutes no more than one half of the profit generated from the end of the previous financial year recognized in the financial statements as at 31 December 2017 plus other reserve capital accounts established using profits which the management board can utilize for the payment of interim dividends minus uncovered losses and treasury stock.

The Management Board’s resolution is enclosed in this report.

Legal basis:

Article 349 section 4 of the Commercial Company Code – announcement of the interim dividend payout

Article 17 Section 1 of MAR – confidential information.

Current Report 13/2018 - 30.08.2018

Registration of amendments to the Articles of Association of MLP GROUP S.A.

Details

The Management Board of MLP GROUP S.A. (“Company”) with its registered office in Pruszków, in connection with the adoption of Resolution No. 14 of 18 June 2018 by the Ordinary Shareholder Meeting (“OSM”) on amendments to the Articles of Association, hereby reports that on 30 August 2018 the Company received a decision issued by the District Court for Warsaw-Mokotów in Warsaw, 14th Commercial Division of the National Court Register, regarding the entry of the said amendments to the Articles of Association in the National Court Register in accordance with the said Resolution adopted by the OSM, namely:

Article 19.4 of the Company’s Articles of Association was amended to receive the following wording:

The detailed tasks and mode of operation of the Audit Committee shall be specified in the Rules and Regulations of the Audit Committee. The Rules and Regulations of the Audit Committee shall be determined by the Supervisory Board.

At the same time, the Company attaches hereto the consolidated text of its Articles of Association.

Legal basis:

§ 5 Section 1 of the Regulation issued by the Finance Minister on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

§ 38 Section 1 Item 2(b) of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws of 2009, No. 33, Item 259 of 28 February 2009, as amended)

Current Report 12/2018 - 10.08.2018

Setting of the first day of listing of B-series bonds issued by MLP Group S.A.

Details

The Management Board of MLP Group S.A. (hereinafter: Company) hereby reports that today it familiarized itself with Resolution 847/2018 adopted by the Management Board of the Warsaw Stock Exchange (“WSE Management Board”) on 9 August 2018 setting the date of first listing of B-series bearer bonds issued by MLP Group S.A. in the alternative trading system on Catalyst.

According to the aforementioned resolution, the WSE Management Board decided to:

1) set 13 August 2018 as the date of first listing of 10,000 (ten thousand) B-series bearer bonds issued by MLP Group S.A. with the nominal value of EUR 1,000 (one thousand euro) each, which were allocated the code “PLMLPGR00041” by the National Depository for Securities (KDPW S.A.), in the alternative trading system on Catalyst,

2) list the bonds referred to in item 1) in the continuous trading system under its abbreviated name “MLP0523”.

Legal basis:

Article 17 Section 1 of MAR – confidential information.

Current Report 11/2018 - 03.08.2018

Introduction of B-series bearer bonds issued by MLP Group S.A. into the alternative trading system on Catalyst

Details

The Management Board of MLP Group S.A. (hereinafter: Company) reports that the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A., hereinafter: Exchange) adopted Resolution 827/2018 of 2 August 2018, under which the Management Board of the Exchange decided to introduce 10,000 (ten thousand) B-series bearer bonds of MLP Group S.A. with a par value of EUR 1,000 (one thousand euros) each into the alternative trading system on Catalyst.

At the same time, the Company reports that BondSpot S.A. (hereinafter: BondSpot) adopted Resolution 166/18 of 2 August 2018, under which the Management Board of BondSpot decided to introduce 10,000 (ten thousand) B-series bearer bonds of MLP Group S.A. with a par value of EUR 1,000 (one thousand euros) each into the alternative trading system on Catalyst.

The above resolutions come into force on the date of their adoption.

Legal basis:

Article 17 Section 1 of MAR – confidential information.

Current Report 10/2018 - 18.06.2018

List of shareholders holding 5% or more votes at the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) hereby reports that the shareholders attending the Ordinary Shareholder Meeting of MLPG held on 18 June 2018 represented 13,583,230 votes. This means that 74.99% of MLPG’s share capital, which is divided into 18,113,255 shares, each share carrying the right to one vote, was represented at the Ordinary Shareholder Meeting.

The shareholder holding 5% or more votes at the Ordinary Shareholder Meeting of MLPG held on 18 June 2018 was:

CAJAMARCA HOLLAND B.V. with its registered office in Delft, holding 10,319,842 votes representing 75.97% of the votes at the Meeting and 56.97% of the total number of votes,
METLIFE OFE with its registered office in Warsaw, holding 1,250,000 votes representing20% of the votes at the Meeting and 6.90% of the total number of votes,
AEGON OFE with its registered office in Warsaw, holding 1,149,775 votes representing46% of the votes at the Meeting and 6.35% of the total number of votes,

Legal basis:

Article 70 Item 3 of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies

Current Report 9/2018 - 18.06.2018

Appointment of Members of the MLP Group S.A. Supervisory Board and Management Board for the next term of office

Details

The Management Board of MLP Group S.A. (“Company”) reports that on 18 June 2018 the Company’s Supervisory Board appointed Mr. Radosław T. Krochta to the Company’s Management Board of the next term of office. Mr. Radosław T. Krochta is the current President of the Company’s Management Board. Radosław T. Krochta graduated from the Management and Banking College in Poznań (Finance). In 2003, he also completed a post-graduate course in management at Nottingham University and received a post-graduate MBA degree. He has many years of professional experience in finance in Poland, Eastern Europe and the USA. In 2001-2004, he was CFO of Dresdner Bank Polska S.A. For several years, he was also Strategy Group Director at Deloitte Advisory in Warsaw, previously serving as a manager at PWC in Warsaw and the USA.

According to representations made by Mr. Radosław T. Krochta, he does not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and he has no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and is not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

The Company’s Management Board also reports that on 18 June 2018, the Company’s Supervisory Board appointed Mr. Michael Shapiro to the Company’s Management Board of the next term of office. Mr. Michael Shapiro is the current Vice-President of the Company’s Management Board. Mr. Michael Shapiro has more than thirty years of experience in project execution in the real estate sector. He is a graduate of the Faculty of Industrial Engineering and Management at the Technion – Israel Institute of Technology in Haifa. In 1975-2000 he was the CEO and managed the companies of Miro Engineering Ltd and S.M. Shapiro Engineers Ltd.

According to representations made by Mr. Michael Shapiro, he does not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and he has no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and is not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

The Company’s Management Board also reports that on 18 June 2018, the Company’s Supervisory Board appointed Mr. Tomasz Zabost to the Company’s Management Board of the next term of office. Mr. Tomasz Zabost is a Member of the Company’s Management Board. He has over 20 years of experience in managing commercial real estate. He is a graduate of the Civil Engineering Department of the Warsaw University of Technology in construction. For the past 8 years he was employed by ProLogis, where he served as Vice President and Head of Project Management. Previously, he supported a Spanish construction concern, Dragados, in its efforts to enter the Polish market. During his professional career he has also cooperated with other developers and contractors building industrial facilities in Poland and abroad. He has worked for companies such as Liebrecht&Wood, E&L Project and Ghelamco Poland.

According to representations made by Mr. Tomasz Zabost, he does not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and he has no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and is not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

The Company’s Management Board reports that on 18 June 2018, the Company’s Shareholder Meeting appointed Mr. Maciej Matusiak to the Company’s Supervisory Board of the next term of office. Mr. Maciej Matusiak serves as Member of the Company’s Supervisory Board. The professional bio of Mr. Maciej Matusiak and his representations are attached to this report.

The Management Board also reports that, according to representations made by Mr. Maciej Matusiak, he does not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and he has no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and is not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

The Company’s Management Board reports that on 18 June 2018, the Company’s Shareholder Meeting appointed Mr. Piotr Chajderowski to the Company’s Supervisory Board of the next term of office. Mr. Piotr Chajderowski was appointed Member of the Company’s Supervisory Board. The professional bio of Mr. Piotr Chajderowski and his representations are attached to this report.

The Management Board also reports that, according to representations made by Mr. Piotr Chajderowski, he does not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and he has no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and is not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

Legal basis:

5 Item 5 and § 10 of the Regulation issued by the Finance Minister on 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws of 2018 Item 757).

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Current Report 8/2018 - 18.06.2018

Wording of the resolutions adopted by the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków on 18 June 2018

Details

The Management Board of MLP Group S.A. (“Issuer”, “Company”) with its registered office in Pruszków hereby announces the wording of the resolutions adopted by the Company’s Ordinary Shareholder Meeting on 18 June 2018.

The wording of the resolutions is provided in the appendix to this report.

Legal basis:

Article 56 Section 1 Item 2 of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies and Article § 38 Section 1 Item 7 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

Current Report 7/2018 - 14.06.2018

Proposed candidates for Supervisory Board Members of MLP GROUP S.A.

Details

The Management Board of MLP Group S.A. (“Company”) reports that yesterday, in connection with the Ordinary Shareholder Meeting of the Company convened to be held on 15 June 2018, it received a submission from the QUERCUS Parasolowy SFIO fund with QUERCUS Agresywny and QUERCUS Selektywny sub-funds managed by Quercus Towarzystwo Funduszy Inwestycyjnych S.A. proposing Mr. Maciej Matusiak as a candidate for a Member of the Company’s Supervisory Board.

In the attachment, the Company’s Management Board presents the candidate’s bio, a declaration of his consent for candidacy and a declaration of satisfying the independence criteria.

The Management Board of MLP Group S.A. reports that, in connection with the Ordinary Shareholder Meeting of the Company convened to be held on 15 June 2018, today it received a submission from the MetLife Otwarty Fundusz Emerytalny fund proposing Mr. Piotr Chajderowski as a candidate for a Member of the Company’s Supervisory Board.

In the attachment, the Company’s Management Board presents the candidate’s bio, a declaration of his consent for candidacy and a declaration of satisfying the independence criteria.

The Management Board of MLP Group S.A. reports that, in connection with the Ordinary Shareholder Meeting of the Company convened to be held on 15 June 2018, today it received a submission from the Aegon Otwarty Fundusz Emerytalny fund represented by Aegon Powszechne Towarzystwo Emerytalne S.A. proposing Mr. Dariusz Grębosz as a candidate for a Member of the Company’s Supervisory Board.

In the attachment, the Company’s Management Board presents the candidate’s bio, a declaration of his consent for candidacy and a declaration of satisfying the independence criteria.

Legal basis:

§ 19 Section 1 Item 2 of the Regulation issued by the Finance Minister on 29 February 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Current Report 6/2018 - 30.05.2018

Appointment of Supervisory Board Members of MLP GROUP S.A. for the next term of office

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 30 March 2018 it was informed that one of the Company’s shareholders, Cajamarca Holland B.V. with its registered office in Delft, the Netherlands, in the exercise of the powers conferred on it under the Company’s Articles of Association, on 28 May 2018 appointed Mr. Shimshon Marfogel, Mr. Eytan Levy and Mr. Daniel Nimrodi to serve in the Company’s Supervisory Board of the next term of office. Mr. Shimshon Marfogel serves as Chairman of the Company’s Supervisory Board, Mr. Eytan Levy and Mr. Daniel Nimrodi serve as Members of the Company’s Supervisory Board.

The Company’s Management Board also reports that on 29 March 2018 it was informed that one of the Company’s shareholders, Miro B.V. with its registered office in Delft, the Netherlands, in the exercise of the powers conferred on it under the Company’s Articles of Association, on 28 May 2018 appointed Mr. Guy Shapira to serve in the Company’s Supervisory Board of the next term of office. Mr. Guy Shapira serves as Member of the Company’s Supervisory Board.

Mr. Shimshon Marfogel graduated from the Faculty of Accounting and Economics of the Hebrew University of Jerusalem with a Bachelor of Arts degree. Mr. Marfogel has worked for Israel Land Development Company Ltd. based in Tel Aviv since 1985 in the following positions: Chief Accountant (1985-1986), Vice President and Chief Accountant (1986-2001), Chief Executive Officer (2001-2004), Vice President of Israel Land Development Company Ltd. (2004 to date).

Mr. Eytan Levy graduated from the Bar-Ilan University in Ramat Gan with a Bachelor of Arts degree in Political Sciences. From 1982 to 1991, he held various executive positions, including Director of the Special Products Department and Vice President for Marketing, in Israel’s National Post Authority based in Jerusalem. From 1991 to 1997, he held various executive positions, including Director for Security and Logistics and Vice President for Marketing and Sales, in Israel’s National Telecommunications Company based in Jerusalem. From 1998-2000, he was a partner in the Israeli office of U.S.-registered company Gerard, Klauer & Mattison based in Tel Aviv. Since 1997, he serves as Director in Israeli company Percite Technology.

Mr. Daniel Nimrodi holds an LL.B degree in international commercial law and a bachelor’s degree in business management. He joined The Israel Land Development Company Ltd. (“ILDC”) in 2016 as Urban Renewal Manager of the ILDC Group and Vice-President of The New Community Ltd., a subsidiary of ILDC.

Mr. Guy Shapira graduated with honors from the Interdisciplinary Center Herzliya (IDC) in Israel with a bachelor’s degree from the Faculty of Business and Administration (B.A.) and Law (LL.B.), majoring in international business law. He also holds an Israeli attorney license. Prior to his appointment to the Company’s Supervisory Board, Mr. Guy Shapira worked for the law firm Steinmetz, Haring, Gurman & Co. in Israel and was a member of the Audit Committee of the IDC student union.

The Management Board also reports that, according to information obtained from Mr. Shimshon Marfogel, Mr. Eytan Levy, Mr. Daniel Nimrodi and Mr. Guy Shapira, they do not conduct any business outside the Company’s enterprise that is competitive to the Company’s business and have no interest in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate body of any competitive legal person and are not listed in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

Legal basis:

§5 Item 5 and § 10 of the Regulation issued by the Finance Minister on 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws of 2018 Item 757).

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Current Report 5/2018 - 11.05.2018

Announcement of the Management Board of MLP Group S.A. on convening the Ordinary Shareholder Meeting

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Company”), acting pursuant to Article 399 § 1 and Article 4021 of the Commercial Company Code (“CCC”) as well as Article 11.1 and Article 14 of the Company’s Articles of Association, hereby announces that it has convened the Company’s Ordinary Shareholder Meeting for 18 June 2018, at 12:00 noon, in the Company’s registered office in Pruszków, building S5, ul. 3 Maja 8.

The full text of the announcement on convening the Ordinary Shareholder Meeting of MLP Group S.A. with draft resolutions to be discussed is notified to the public by the Company as an attachment to this report.

Legal basis:

§38 Section 1 Items 1-3 of the Regulation issued by the Finance Minister on 13 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws of 2009 No. 33 Item 259, as amended)

Current Report 4/2018 - 11.05.2018

Issue of B-Series Bonds by MLP Group S.A.

Details

With reference to Current Report No. 3/2018 of 27 April 2018, the Management Board of MLP GROUP S.A. (“Company”) hereby reports that on 11 May 2018 the Company issued, under a private placement, 10,000 B-series bearer bonds with a nominal value of EUR 1,000 each and the total value of the issue of EUR 10,000,000 (“Bonds”).

The Bonds have been entered in the records kept by the National Depository for Securities [Krajowy Depozyt Papierów Wartościowych S.A.] under the ISIN code of PLMLPGR00041.

The remaining parameters of the B-series bonds were published in Current Report No. 3/2018 of 27 April 2018.

Legal basis:

Article 17 Section 1 of MAR – confidential information.

Current Report 3/2018 - 27.04.2018

Issue of B-Series Bonds by MLP Group S.A.

Details

The Management Board of MLP GROUP S.A. (“Company”) hereby reports that on 26 April 2018 the Company made a decision to issue, in a private offering, 10,000 B-series bearer bonds with the nominal value of EUR 1,000 each and the total value of the issue of EUR 10,000,000 (“Bonds”). The Bond issue is carried out under the Bond Issue Program, which the Issuer reported in Current Report No. 2/2017 of 04 April 2017.

The Bonds will bear variable interest at EURIBOR for 6-month bank deposits in EUR plus margin.

The Bonds will be unsecured.

The purpose of the Bond issue has not been specified.

The final maturity of the Bonds was set at 11 May 2023 with an option of early redemption of the Bonds by the Company.

The Bonds are not documentary and will be recorded in the records kept by the National Depository for Securities.

The Company intends to apply to introduce the Bonds into trading in the alternative trading system organized by BondSpot and/or the WSE and the Company will make a relevant announcement in a separate current report.

Legal basis:

Article 17 Sec. 1 MAR Confidential information.

Current Report 2/2018 - 23.04.2018

Selection of an auditor

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 23 April 2018 the Company’s Supervisory Board adopted a resolution to select KPMG Audyt Spółka ograniczoną odpowiedzialnością Sp.k. with its registered office in Warsaw (address: ul. Inflancka 4A, 00-189 Warsaw, registered in the list of audit firms maintained by the National Council of Auditors under number 3546) to audit the standalone and consolidated financial statements of MLP Group S.A. for the financial year ended on 31 December 2018 and review the interim financial statements drawn up as at and for the period of six months ended 30 June 2018.

The Company’s Supervisory Board also made a decision to select KPMG Audyt Spółka z ograniczoną odpowiedzialnością Sp.k. to audit the annual reporting package of MLP Group S.A. for the financial year ended on 31 December 2018 drawn up pursuant to the accounting instructions applied in preparation of the consolidated financial statements of the ILDC Group and review the quarterly and semiannual reporting packages of MLP Group S.A. in the period from 1 January 2018 to 31 March 2019.

The Company has been using the services of KPMG Audyt Sp. z o.o. Sp. k. with regard to:

a) audit of the annual financial statements of the Company, annual consolidated financial statements of the MLP Group S.A. Group
b) review of the interim standalone financial statements and consolidated financial statements of the MLP Group S.A. Group
c) audit of the reporting packages of MLP Group S.A. for the purpose of keeping the ledgers of the ILDC Group
KPMG Audyt Sp. z o.o. Sp. k. has been providing the aforementioned services uninterruptedly since the financial year ended 31 December 2008. MLP Group S.A.’s shares have been listed on the Warsaw Stock Exchange since October 2013.

The entity authorized to audit financial statements was selected in compliance with prevailing regulations.

The Supervisory Board gave consent to the Company’s Management Board to enter into an agreement with KPMG for the activities specified in this report.

The agreement with the selected entity will be concluded by the Company’s Management Board for the time required to perform the aforementioned activities.

Legal basis:

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information

Attachments
cr-2_2018 (pdf)
Current Report 1/2018 - 30.01.2018

Dates of publication of periodical reports in the financial year 2018

Details

The Management Board of the company MLP Group S.A. with its registered office in Pruszków (“Company”) hereby announces the dates of publication of periodic reports in the financial year 2018:

Consolidated annual report for the year ended 31 December 2017 – on 14 March 2018

Standalone annual report for the year ended 31 December 2017 – on 14 March 2018

Consolidated quarterly reports containing the Company’s standalone condensed financial information:

Q1 2018 report – on 14 May 2018,

Q3 2018 report – on 13 November 2018,

Consolidated semi-annual report for the period ended 30 June 2018 containing the Company’s standalone condensed financial information – on 22 August 2018.

At the same time, pursuant to § 83 Section 1 of the Regulation of the Council of Ministers of 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws No. 33 Item 259) (hereinafter: the Regulation), the Company reports that the consolidated quarterly and semi-annual reports will contain respectively the quarterly and semi-annual condensed financial statements of the parent company. The annual report will be prepared and published both on a standalone and consolidated basis.

Pursuant to § 102 Section 1 of the Regulation, the Company will not publish its quarterly report for the fourth quarter of 2017, and pursuant to § 101 Section 2 of the Regulation, the Company will not publish its quarterly report for the second quarter of 2018.

All periodic reports will be published on the Company’s website (www.mlp.pl) in the Investor Relations tab.

Legal basis:

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information.

§ 103 Section 1 and § 83 Section 1 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws No. 33 Item 259).

Current Report 17/2017 - 22.12.2017

Changes in the composition of the MLP Group S.A. Supervisory Board

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 21 December 2017 it received a statement from Mr. Yosef Zvi Meir, Member of the Company’s Supervisory Board, concerning his resignation from the position of a Supervisory Board Member, effective as of 31 December 2017. Mr. Yosef Zvi Meir did not provide the reasons for his resignation.

On 21 December 2017, the Management Board was informed that one of the Company’s shareholders, Cajamarca Holland B.V. with its registered office in Delft, the Netherlands, exercising the powers conferred on it under the Company’s Articles of Association, appointed Mr. Daniel Nimrodi to the position of Member of the Company’s Supervisory Board. Mr. Daniel Nimrodi was appointed Member of the Company’s Supervisory Board effective as of 1 January 2018.

Mr. Daniel Nimrodi joined The Israel Land Development Company Ltd. (“ILDC”) in 2016 as Urban Renewal Manager of the ILDC Group and Vice-President of The New Community Ltd., a subsidiary of ILDC.

Mr. Daniel Nimrodi is the Bachelor of Law specializing in international commercial law and holds an associate degree in business management.

Professional experience of Mr. Daniel Nimrodi also includes acting as Project Manager in a start-up company focusing on large-scale influence, compliance, business analysis and strategic and business intelligence. Mr. Daniel Nimrodi also served as Junior Associate in the Central Circuit Criminal Department at the Ministry of Defense of Israel.

The Management Board also reports that, according to information obtained from Mr. Daniel Nimrodi, he does not conduct any business outside the Company’s business that is competitive to the Company’s business and he is not a participant in a competitive company as a partner in a civil law company or partnership or as a member of a corporate authority of a competitive company or as a member of a corporate authority of any competitive legal person and is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register (KRS).

Legal basis

§ 5 Section 1 Item 21 and 22 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent (Journal of Laws of 2014 Item 133).

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information.

Current Report 16/2017 - 23.11.2017

Increase in shareholding above the 5% threshold of all votes in MLP Group S.A. in Pruszków

Details

The Management Board of MLP GROUP S.A. (“Company”) with its registered office in Pruszków hereby reports that on 23 November 2017 it received notification from Aegon Otwarty Fundusz Emerytalny entered into the register of pension funds kept by the Regional Court in Warsaw, 7th Civil Registry Division under file number Rfe 13, holding the REGON number 014889592 and NIP 521-31-24-415 (“Aegon OFE”), with Aegon Powszechne Towarzystwo Emerytalne S.A. with registered office in Warsaw at ul. Wołoska 5, 02-675 Warsaw, entered in the register of commercial undertakings kept by the District Court for the Capital City of Warsaw, 13th Business Division of the National Court Register. The District Court for the Capital City of Warsaw under file number KRS 0000028767 (“Pension Fund Company”), acting as its body, that following the completion of liquidation of the Nordea Otwarty Fundusz Emerytalny (“Nordea OFE”) on 17 November 2017, as a result of which on that date all the Nordea OFE’s assets were transferred to Aegon OFE and Aegon OFE entered into all the rights and obligations of Nordea OFE, as at 17 November 2017, Aegon OFE holds 1,149,775 of the Company’s shares, which constitutes 6.35% of the Company’s share capital and 1,149,775 votes at the Company’s Shareholders Meeting, which represents 6.35% of all votes at the Company’s Shareholder Meeting.

Directly before the date of completion of liquidation of Nordea OFE:

Aegon OFE held 809,036 shares of the Company, which constituted 4.47% of its share capital and 809,036 votes, or 4.47% of all votes,

Nordea OFE held 340,739 shares of the Company, which constituted 1.88% of its share capital and 1.88% votes, that is 1.88% of all votes.

As at 23 November 2017, Aegon OFE held a total of 1,149,775 shares in the Company, which constituted 6.35% of its share capital and 1,149,775 votes at the Shareholder Meeting, or 6.35% of all votes at the Shareholder Meeting.

Legal basis:

Article 70 Section 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, i.e. Journal of Laws of 2013, Item 1382, as amended)

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information.

Current Report 15/2017 - 20.10.2017

Signing of a significant contract – purchase of real property in Romania

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Company”) hereby reports that, on 19 October 2017, MLP Bucharest West SRL (“Buyer”) a subsidiary of the Company, signed an agreement to purchase the real property located in Rudeni Village, Chitila Town, Ilfov County in Romania (Romanian name: Sat Rudeni, Oras Chitila, Judet Ilfov) with the total area of 188,045 square meters, for the price of EUR 4,000,000 (including expenditures made on this property and installations for the supply of electricity). The real property is entered in land and mortgage registers kept in Chitila (Romanian name: Cartea Funciara Chitila) under the numbers 51425, 51426, 51427, 51428 and 53566.
This report is published on the basis of significance of the event for the Company’s operations.

Legal basis:
Article 17 Sec. 1 MAR Confidential information.

Current Report 14/2017 - 03.10.2017

Reduction of shareholding below 10% of all the votes in the Company

Details

MLP Group S.A. with its registered office in Pruszków (“Company”) reports that the Company has received a notification from Thesinger Limited with its registered office in Nicosia, Cyprus, pursuant to Article 69 Sections 2 and 4 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies (i.e. Journal of Laws of 2016, Item 1639, as amended) that Thesinger Limited reduced its shareholding in the company below the threshold of 10% of all the votes in the Company.

The share in all votes was reduced as a result of the settlement, on 29 September 2017, of the transaction transferring MLP Group S.A. shares on the basis of the Deed of Transfer concluded on 26 September 2017 (“Transaction”).

The transaction involved the transfer of 149,155 shares in MLP GROUP S.A. representing 0.8% of MLP Group S.A.’s share capital, by THESINGER Ltd. to Mr. Shimshon Marfogel, Chairman of the Company’s Supervisory Board, and was concluded in connection with the performance of the profit-sharing program adopted on 31 December 2008 by The Israel Land Development Company Ltd with its registered office in Israel and an annex to the May 2007 employment contract between Mr. Shimshon Marfogel and The Israel Land Development Company Ltd with its registered office in Israel, in exchange for shares in THESINGER Ltd. (see: Annex 1 to the Prospectus approved on 7 October 2013 by the Polish Financial Supervision Authority by Decision No. DPI/WE/410/44/26/13), of the corresponding market value.

Before the Transaction, THESINGER Limited with its registered office in Nicosia held 1,920,475 shares in MLP GROUP S.A. representing 10.6% of the company’s share capital and carrying the right to 1,920,475 votes at the Shareholder Meeting representing 10.6% of all the votes.

Currently, THESINGER Limited with its registered office in Nicosia holds 1,771,320 shares in MLP GROUP S.A. representing 9.8% of the company’s share capital and carrying the right to 1,771,320 votes at the Shareholder Meeting, which constitutes 9.8% of all the votes.

The issuer hereby attaches the notification received to this report.

Legal basis:

Article 70 Item 1 of the Act on Offerings – acquisition or disposal of a significant stake of shares

Current Report 13/2017 - 03.10.2017

Update of current report no. 12/2017 on notification of transaction concluded by an obligated person

Details

MLP Group S.A. with its registered office in Pruszków (“Issuer”) hereby reports that on 2 October 2017 it received, from Mr. Shimshon Marfogel, its Supervisory Board Chairman, an update to the notification of a transaction concluded by an obligated person, which was reported by the Issuer in its current report No. 12/2017 of 29 September 2017.

The issuer hereby attaches the document received on 2 October 2017 to this report.

Legal basis:

Article 19 Sec. 3 MAR

Current Report 12/2017 - 02.10.2017

Information on transaction concluded by an obligated person

Details

The Management Board of MLP Group S.A. with its registered office in Pruszków (“Issuer”) reports that on 29 September 2017 the Issuer received, following the procedure of Article 19 MAR, a notification of a transaction concluded by an obligated person, Mr. Shimshon Marfogel, Chairman of the Issuer’s Supervisory Board.

The Issuer attaches hereto the contents of the notification.

Current Report 11/2017 - 08.09.2017

Increase in shareholding above the 5% threshold of all the votes in MLP Group S.A. in Pruszków

Details

The Management Board of MLP GROUP S.A. (“Company”) with its registered office in Pruszków hereby reports that on 7 September 2017 it received notification from Aegon Powszechne Towarzystwo Emerytalne S.A. with registered office in Warsaw at ul. Wołoska 5, 02-675 Warsaw, entered in the register of commercial undertakings kept by the District Court for the Capital City of Warsaw, 13th Business Division of the National Court Register under file number KRS 0000028767 (“Pension Fund Company”), previously managing solely Aegon Otwarty Fundusz Emerytalny entered into the register of pension funds kept by the District Court in Warsaw, 7th Civil Registry Division under file number Rfe 13 (“Aegon OFE”), the notification being given pursuant to Article 69 section 1 of the Act of 29 July 2005 on Public Offering and Conditions for Introducing Financial Instruments into an Organized Trading System and on Public Companies (Journal of Laws 05.184.1539, as later amended), that on 1 September 2017 the Pension Fund Company took over the management of Nordea Otwarty Fundusz Emerytalny entered into the register of pension funds kept by the District Court in Warsaw, 7th Civil Registry Division under file number Rfe 11 (“Nordea OFE”), as a result of which the total share of the funds managed by the Pension Fund Company, that is Aegon OFE and Nordea OFE, in all the votes at the Company’s shareholder meeting exceeded 5% of votes.

Before the foregoing acquisition of management of Nordea OFE by the Pension Fund Company:

a) Aegon OFE held 809,036 shares in the Company, which constituted 4.47% of its share capital and 809,036 votes, or 4.47% of all the votes,
b) Nordea OFE held 340,739 shares in the Company, which constituted 1.88% of its share capital and 340,739 votes, or 1.88% of all the votes.
After the Pension Fund Company took over the management of Nordea OFE, as at 1 September 2017, both funds managed by the Pension Fund Company (Aegon OFE and Nordea OFE) held a total of 1,149,775 shares in the Company, which constituted 6.35% of its share capital and 1,149,775 votes, or 6.35% of all the votes.

Legal basis:

Article 70 Section 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, i.e. Journal of Laws of 2013, Item 1382, as amended)

Article 56 Section 1 Item 2 of the Act on Offerings – current and periodic information.

Current Report 10/2017 - 10.07.2017

Setting of the first day of listing of A-series bonds issued by MLP Group S.A.

Details

The Management Board of MLP Group S.A. (hereinafter: Company) hereby reports that today it familiarized itself with Resolution 739/2017 adopted by the Management Board of the Warsaw Stock Exchange (“WSE Management Board”) on 7 July 2017 setting the date of first listing of A-series bearer bonds issued by MLP Group S.A. in the alternative trading system on Catalyst.

According to the resolution mentioned above, the WSE Management Board decided to:

1) set 12 July 2017 as the date of first listing of 20,000 (twenty thousand) A-series bearer bonds issued by MLP Group S.A. with the nominal value of EUR 1,000 (one thousand euro) each, which were allocated the code “PLMLPGR00033” by the National Depository for Securities (KDPW S.A.), in the alternative trading system on Catalyst,

2) list the bonds referred to in item 1) in the continuous trading system under its abbreviated name “MLP0522”.

Legal basis:

Article 17 Sec. 1 MAR Confidential information.

Current Report 9/2017 - 05.07.2017

Introduction of A-series bearer bonds issued by MLP Group S.A. in the alternative trading system on Catalyst

Details

The Management Board of MLP Group S.A. (hereinafter: Company) reports that the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A., hereinafter: Exchange) adopted resolution 720/2017 of 4 July 2017, under which the Management Board of the Exchange decided to introduce 20,000 (twenty thousand) A-series bearer bonds of MLP Group S.A. with the nominal value of EUR 1,000 (one thousand euro) each to the alternative trading system on Catalyst.

At the same time, the Company reports that BondSpot S.A. (hereinafter: BondSpot) adopted resolution 148/17 of 4 July 2017, under which the Management Board of BondSpot decided to introduce 20,000 (twenty thousand) A-series bearer bonds of MLP Group S.A. with the nominal value of EUR 1,000 (one thousand euro) each to the alternative trading system on Catalyst.

The above resolutions come into force on the date of their adoption.

Legal basis:

Article 17 Sec. 1 MAR Confidential information.

Current Report 8/2017 - 05.06.2017

List of shareholders holding 5% or more votes at the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) hereby reports that the shareholders attending the Ordinary Shareholder Meeting of MLPG held on 5 June 2017 represented 11,072,797 votes. This means that 61.13% of MLPG’s share capital, which is divided into 18,113,255 shares, each share carrying the right to one vote, was represented at the Ordinary Shareholder Meeting.

The shareholder holding 5% or more votes at the Ordinary Shareholder Meeting of MLPG held on 5 June 2017 was:

CAJAMARCA HOLLAND B.V. with its registered office in Delft, holding 10,319,842 votes representing 93.20% of the votes at the Meeting and 56.97% of the total number of votes,

Legal basis:

Article 70 Item 3 of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies

Current Report 7/2017 - 05.06.2017

Wording of the resolutions adopted by the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków on 5 June 2017

Details

The Management Board of MLP Group S.A. (“Issuer”, “Company”) with its registered office in Pruszków hereby announces the wording of the resolutions adopted by the Company’s Ordinary Shareholder Meeting on 5 June 2017.

The wording of the resolutions is provided in the appendix to this report.

Legal basis:

Article 56 Section 1 Item 2 of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies and Article § 38 Section 1 Item 7 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

Current Report 6/2017 - 12.05.2017

MLP Group S.A. issues A-series bonds

Details

The Management Board of MLP GROUP S.A. (“Company”) reports that on 11 May 2017 the Company issued, in a private offering, 20,000 A-series bearer bonds with the nominal value of EUR 1,000 each and the total value of the issue of EUR 20,000,000 (“Bonds”).

The Bonds bear variable interest at EURIBOR for 6-month bank deposits in EUR plus margin.

The Bonds are unsecured.

The purpose of the Bond issue has not been specified.

The final maturity of the Bonds was set at 11 May 2022 with an option of early redemption of the Bonds by the Company.

The Bonds are not documentary. The Bonds were accepted in the depository for securities by Krajowy Depozyt Papierów Wartościowych S.A. pursuant to Resolution No. 305/17 adopted by the Management Board of the National Depository for Securities (KDPW S.A.) and allocated the code PLMLPGR00033.

The Company intends to apply to introduce the Bonds into trading in the alternative trading system organized by BondSpot and/or the WSE and the Company will make a relevant announcement in a separate current report.

Current Report No.5/2017 - 04.05.2017

Ogłoszenie Zarządu MLP Group S.A. o zwołaniu Zwyczajnego Walnego Zgromadzenia

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”), działając na podstawie Art. 399 § 1 oraz art. 4021 Kodeksu spółek handlowych (dalej „KSH”) oraz Art. 11.1 i art. 14 Statutu Spółki, informuje o zwołaniu na dzień 5 czerwca 2017 roku Zwyczajnego Walnego Zgromadzenia Spółki, które odbędzie się o godzinie 12.00, w siedzibie Spółki w Pruszkowie, w budynku S5 przy ul. 3-go Maja 8.

Pełny tekst ogłoszenia o zwołaniu Zwyczajnego Walnego Zgromadzenia MLP Group S.A. oraz projekty uchwał, które mają być przedmiotem obrad Spółka przekazuje do publicznej wiadomości w załączeniu do niniejszego raportu.

pełną treść raportu wraz z załącznikami można pobrać klikając w link po prawej stronie.

Current Report No. 4/2017 - 02.05.2017

Zmiana terminu publikacji skonsolidowanego raportu okresowego za 1 kwartał 2017 r.

Details

Zarząd MLP Group S.A. („Spółka”) w nawiązaniu do raportu bieżącego 1/2017 z dnia 25 stycznia 2017 r. informuje o zmianie terminu publikacji skonsolidowanego raportu kwartalnego Spółki za 1 kwartał 2017 r.

Termin publikacji skonsolidowanego raportu kwartalnego za 1 kwartał 2017 r. podany raportem bieżącym 1/2017 został określony na dzień 12 maja 2017 r.

Nowy termin publikacji skonsolidowanego raportu kwartalnego za 1 kwartał 2017 r. został określony na dzień 19 maja 2017 r. Zmiana terminu publikacji skonsolidowanego raportu kwartalnego Spółki wynika ze zmian w środowisku informatycznym – wdrożenie nowego zintegrowanego systemu informatycznego.

Pozostałe terminy publikacji raportów okresowych w 2017 roku wskazane powołanym raportem bieżącym nr 1/2017 z dnia 25 stycznia 2017 roku nie ulegają zmianie.

pełną treść raportu, można pobrać klikając w link po prawej stronie.

Current Report No. 3/2017 - 05.04.2017

Signing a significant agreement – purchase of plot in Germany

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“Issuer”, “Company”) hereby reports the execution of a significant agreement by a subsidiary of the Issuer. On 4 April 2017, MLP Logistic Park Germany I sp. z o.o. & Co KG with its registered office in Dortmund, Germany (“Buyer”) entered into an agreement to buy a property situated in the community of Unna in Germany with Ortem PropCo 2 B.V. with its registered office in Amsterdam (“Seller”) (“Agreement”).

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Report No. 2/2017 - 04.04.2017

Establishing a Bond Issue Program and entering into a bond issue program agreement

Details

The Management Board of MLP GROUP S.A. (“Company”) reports that on 4 April 2017 it adopted resolution no. 1/04/2017 on establishing a bond issue program under which, on 4 April 2017, a bond issue program agreement was entered into by and between the Company and Bank Polska Kasa Opieki S.A. acting as Arranger, Issue Agent, Payment Agent, Calculation Agent, Dealer, Custodian and Bookrunner, with Pekao Investment Banking S.A. acting as Arranger, Technical Agent and Dealer (“Program Agreement”).

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Report No. 1/2017 - 25.01.2017

Terminy publikacji raportów okresowych w roku obrotowym 2017

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) przekazuje do publicznej wiadomości daty przekazywania raportów okresowych w roku obrotowym 2017: Skonsolidowany raport roczny za rok zakończony 31.12.2016r. – w dniu 14 marca 2017r. Jednostkowy raport roczny za rok zakończony 31.12.2016r. – w dniu 14 marca 2017r. Skonsolidowane raporty kwartalne zawierające skrócone jednostkowe informacje finansowe: Raport za I kwartał 2017r. – w dniu 12 maja 2017r., Raport za III kwartał 2017r. – w dniu 13 listopada 2017r., Skonsolidowany raport półroczny za okres zakończony 30.06.2017r. zawierający skrócone jednostkowe informacje finansowe – w dniu 22 sierpnia 2017r (…)

pełną treść raportu, można pobrać klikając w link po prawej stronie.

Report No. 18/2016 - 22.12.2016

Ustanowienie zabezpieczeń kredytu

Details

Zarząd MLP Group S.A. (“Spółka”) z siedzibą w Pruszkowie w nawiązaniu do informacji o zawarciu w dniu 16 grudnia 2016 roku umowy kredytowej i umowy zabezpieczeń przez MLP Pruszków I Sp. z o.o. z siedzibą w Pruszkowie („Kredytobiorca”) z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”), na podstawie której Bank ma udzielić́ Kredytobiorcy kredytu do kwoty 38.946.000,00 EUR („Kredyt”), informuje, iż w dniu 21 grudnia 2016 r. Kredytobiorca ustanowił hipotekę umowną łączną do sumy 54.750.000,00 EUR (słownie: pięćdziesiąt cztery miliony siedemset pięćdziesiąt tysięcy euro) oraz 14.425.500 EUR (słownie: czternaście milionów czterysta dwadzieścia pięć tysięcy pięćset euro) na nieruchomościach należących do Spółki, położonych w Pruszkowie objętych księgami wieczystymi o numerach: KW nr WA1P/00036973/9, KW nr WA1P/00038589/4, KW WA1P/00038595/9, KW nr WA1P/00038590/4, KW nr WA1P/00038591/1, KW nr WA1P/00038596/6, KW nr WA1P/00038593/5, KW nr WA1P/00038590/4.

(…) pełną treść Raportu nr 18/2016, można pobrać klikając w link po prawej stronie.

Report No. 17/2016 - 16.12.2016

Podpisanie znaczących umów

Details

Zarząd MLP Group S.A. (“Spółka”, „Emitent”) z siedzibą w Pruszkowie, informuje o zawarciu przez jednostkę zależną Emitenta znaczącej umowy. W dniu 16 grudnia 2016 roku MLP Pruszków I Sp. z o.o. z siedzibą w Pruszkowie („Kredytobiorca”) zawarła z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”) umowę kredytową i umowy zabezpieczeń. Na podstawie podpisanej dokumentacji kredytowej, bank ma udzielić Kredytobiorcy kredytu do kwoty 38.946.000,00 EUR („Kredyt”).

(…) pełną treść Raportu nr 17/2016, można pobrać klikając w link po prawej stronie.

Report No. 16/2016 - 06.11.2016

Wybór biegłego rewidenta

Details

Zarząd MLP Group S.A. (“Spółka”) z siedzibą w Pruszkowie informuje, że w dniu 5 grudnia 2016 r. Rada Nadzorcza Spółki dokonała wyboru firmy KPMG Audyt Spółka z ograniczoną odpowiedzialnością spółka komandytowa z siedzibą w Warszawie, jako podmiotu uprawnionego do zbadania jednostkowych i skonsolidowanych sprawozdań finansowych za lata: 2016 i 2017, a także dokonania przeglądu śródrocznego jednostkowego i skonsolidowanego sprawozdania finansowego w roku obrotowym 2017.

(…) pełną treść Raportu nr 16/2016, można pobrać klikając w link po prawej stronie.

Report No. 15/2016 - 12.08.2016

Notification about a change in a stake held in MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP Group S.A. (“Company”) with its registered office in Pruszków hereby announces that, on 11 August 2016, it received a notification from MetLife Otwarty Fundusz Emerytalny [MetLife Open-End Pension Fund] managed by MetLife PTE S.A. on increasing its stake held in MLP Group S.A. above 5% of all votes, in connection with Article 69 Section 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies (Journal of Laws 05.184.1539, as amended).

The increase in the stake above 5% resulted from a purchase of the Company’s shares on 4 August 2016. Immediately before the stake change, MetLife OFE held 870,706 shares, which constituted 4.81% in the Company’s share capital giving it 870,706 votes at the Shareholder Meeting, which constituted 4.81% of all votes at the Company’s Shareholder Meeting.

At present, MetLife OFE holds 948,387 shares, which constitutes 5.24% in the Company’s share capital giving it 948,387 votes at the Shareholder Meeting, which constitutes 5.24% of all votes at the Company’s Shareholder Meeting.

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Report No. 14/2016 - 16.06.2016

Rejestracja przez sąd zmiany Statutu Spółki MLP Group S.A.

Details

Zarząd MLP GROUP S.A. (“Spółka”) z siedzibą w Pruszkowie, w związku z podjęciem w dniu 18 kwietnia 2016 r. przez Zwyczajne Walne Zgromadzenie Akcjonariuszy Spółki (“WZA”) uchwały w sprawie zmiany Statutu, informuje, iż Spółka otrzymała postanowienie wydane przez Sąd Rejonowy dla Warszawy – Mokotowa w Warszawie, XIV Wydział Gospodarczy Krajowego Rejestru Sądowego, w przedmiocie rejestracji zmiany statutu zgodnie z wyżej wymienioną uchwałą WZA (…)

(…) pełną treść Raportu nr 14/2016, można pobrać klikając w link po prawej stronie.

Attachments
raport-14 (zip)
Report No. 13/2016 - 10.06.2016

Changes in the composition of the MLP Group S.A. Management Board

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 9 June 2016 Mr. Michael Shapiro stepped down from his position of the President of the Company’s Management Board.

On 9 June 2016, the Company’s Supervisory Board adopted a resolution to appoint Mr. Radosław Krochta to the position of the President of the Company’s Management Board and a resolution to appoint Mr. Michael Shapiro to the position of the Vice President of the Company’s Management Board.

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Report No. 10/2016 - 27.04.2016

Notification about a change in a stake held in MLP GROUP S.A. with its registered office in Pruszków

Details

MLP Group S.A. with its registered office in Pruszków (“Company”) hereby reports that on 26 April 2016 the Company received a notification about a change in the stake held in the Company by Gracecup Trading Ltd. with its registered office in Nicosia, Cyprus. The reduction in the total number of votes took place as a result of the settlement of a block transaction, executed via Pekao Investment Banking S.A. with its registered office in Warsaw, in which Gracecup Trading Ltd. with its registered office in Nicosia, Cyprus, and MIRO Ltd. with its registered office in Limassol, Cyprus, sold a total of 905,660 shares representing 5% of the Company’s share capital, of which Gracecup Trading Ltd. with its registered office in Nicosia, Cyprus, sold 452,830 shares representing 2.5% of the share capital and carrying the right to 452,830 votes at the Company’s Shareholder Meeting. …

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Report No. 11/2016 - 27.04.2016

Sale of a stake in MLP GROUP S.A. with its registered office in Pruszków by a person discharging a supervisory function

Details

MLP Group S.A. with its registered office in Pruszków (“Company”) hereby reports that on 26 April 2016 the Company received a notification about the sale of a stake in the Company by Mr. Eytan Levy, Vice-Chairman of the Supervisory Board. In compliance with Article 160 of the Act of 29 July 2005 on Trading in Financial Instruments, Mr. Eytan Levy notified the Company that he sold, through GRACECUP TRADING Ltd. with its registered office in Nicosia, Cyprus, which is an entity indirectly controlled by Mr. Eytan Levy, 452,830 shares in MLP GROUP S.A. representing 2.55% of the Company’s share capital carrying the right to 452,830 votes at the Shareholder Meeting. …

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Report No. 12/2016 - 27.04.2016

Sale of a stake in MLP GROUP S.A. with its registered office in Pruszków by a person discharging a managerial function

Details

MLP Group S.A. with its registered office in Pruszków (“Company”) hereby reports that on 27 April 2016 the Company received a notification about the sale of a stake in the Company by Mr. Michael Shapiro, President of the Company’s Management Board. Mr. Michael Shapiro sold, through MIRO Ltd. with its registered office in Limassol, which is an entity indirectly controlled by Mr. Michael Shapiro, 452,830 shares in MLP GROUP S.A. representing 2.5% of the Company’s share capital and carrying the right to 452,830 votes at the Shareholder Meeting. …

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Report no 9/2016 - 22.04.2016

Notification on change of participation in the MLP GROUP S.A.

Details

MLP Group S.A. with its registered office in Pruszków (“Company”) informs that on April 22, 2016 it received a notification concerning the change of number of shares of the Company held by MIRO B.V. with its registered office in Delft, the Netherlands. The reduction of the share in the total number of votes took place as a result of reconciliation of the transaction of April 19, 2016 entered into in Warsaw („Transaction”). The Transaction comprised the contribution in kind of 552.000 of the Company’s shares representing 3,05 % of the Company’s share capital by Miro B.V. with its registered office in Delft, the Netherlands, into the company MIRO Ltd. with its registered office in Limassol, Cyprus, in exchange for the shares in Cypriot company.

Before entering into the Transaction Miro B.V. with its registered office in Delft, the Netherlands, held 1.004.955 Company’s shares, representing 5,55 % of the Company’s share capital, entitling to 1.004.955 votes on the General Meeting, which amounted to 5,55 % of the total number of votes.

Currently Miro B.V. with its registered office in Delft, the Netherlands, holds 452.955 Company’s shares, representing 2,5% of the Company’s share capital, entitling to 452.955 on the general meeting, which constituted 2,5 % of the total number of votes.

The company Miro B.V. with its registered office in Delft, the Netherlands, is a dominant company with regard to the company MIRO Ltd. with its registered office in Limassol, Cyprus, holding 100 % of shares in its share capital.

There are no persons mentioned in art. 87 sec. 1 point 3 letter c of the Act on public offer and conditions of introducing of financial instruments into public trading and on public companies with regard to Miro B.V. with its registered office in Delft, the Netherlands.

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Report no. 6/2016 - 19.04.2016

Wording of the resolutions adopted by the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków on 18 April 2016

Details

The Management Board of MLP Group S.A. (“Issuer”, “Company”) with its registered office in Pruszków hereby announces the wording of the resolutions adopted by the Company’s Ordinary Shareholder Meeting on 18 April 2016.

The wording of the resolutions is provided in the appendix to this report.

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Attachments
CR6_2016 (zip)
Report No. 7/2016 - 19.04.2016

Information on the payment of a dividend by the Company

Details

The Management Board of MLP Group S.A. (“Issuer”, “Company”) with its registered office in Pruszków hereby announces that on 18 April 2016 the Company’s Ordinary Shareholder Meeting decided to distribute among the shareholders the profit for 2015 and part of the earnings retained from previous years in a total amount of PLN 41,660,486.50 through the payment of a dividend.

The number of shares eligible for the dividend is 18,113,255, the dividend record date is 10 May 2016 and the dividend payment date is 25 May 2016.

The dividend will be PLN 2.30 per share, i.e. a total of PLN 41,660,486.50.

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Attachments
CR-7_2016 (pdf)
Report No. 8/2016 - 19.04.2016

List of shareholders with at least 5% of the votes at the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) hereby announces that the shareholders attending the MLPG Ordinary Shareholder Meeting held on 18 April 2016 represented 15,616,311 votes. This means that 86.21% of MLPG’s share capital divided into 18,113,255 shares, each of which carries the right to one vote, was represented at the Ordinary Shareholder Meeting.

The following is a list of shareholders with at least 5% of the votes at the MLPG Ordinary Shareholder Meeting held on 18 April 2016:

CAJAMARCA HOLLAND B.V. with its registered office in Delft, holding 10,319,842 votes representing 66.08% of the votes at the Meeting and 56,97% of the total number of votes,
THESINGER Ltd. with its registered office in Nicosia, holding 1,920,475 votes representing 12.30% of the votes at the Meeting and 10.60% of the total number of votes,
GRACECUP TRADING Ltd. with its registered office in Nicosia, holding 1,094,388 votes representing 7.01% of the votes at the Meeting and 6.04% of the total number of votes,
MIRO B.V. with its registered office in Delft, holding 1,004,955 votes representing 6.44% of the votes at the Meeting and 5.55% of the total number of votes.
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Attachments
CR_-8_2016 (pdf)
Report no. 5/2016 - 18.04.2016

Assessment by the MLP Group S.A. Supervisory Board of the Management Board’s motion on the payment of a dividend

Details

The Management Board of MLP Group S.A. (“Issuer”, “Company”), in reference to Current Report No. 3/2016 of 16 March 2016 regarding the Management Board’s motion on the payment of a dividend, hereby announces that on 17 April 2016 the Company’s Supervisory Board adopted a resolution on its assessment of the Management Board’s motion on the distribution of MLP Group S.A.’s net profit for 2015 and part of retained earnings.

The Supervisory Board issued a positive assessment of the Management Board’s motion in which the Management Board proposes to earmark the net profit for 2015 and part of the earnings retained from previous years for the payment of a dividend to the Company’s shareholders in an amount of PLN 2.30 per share and recommended to the Shareholder Meeting that a resolution to this effect be adopted.

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Attachments
CR_-5_2016 (pdf)
Report No. 4/2016 - 22.03.2016

Announcement of the Management Board of MLP Group S.A. on convening the Ordinary Shareholder Meeting

Details

The Management Board of MLP Group S.A., with its registered office in Pruszków (the “Company”), acting pursuant to Article 399 § 1 and Article 4021 of the Commercial Companies Code (the “CCC”) as well as Article 12.1 item 1) and Article 14 of the Company’s Articles of Association, hereby notifies of convening the Company’s Ordinary Shareholder Meeting for 18 April 2016…

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Report No. 3/2016 - 16.03.2016

Recommendation of the Management Board of MLP Group S.A. on the payment of a dividend

Details

On 16 March 2016, the Management Board of MLP Group S.A. requested the Supervisory Board of MLP Group S.A. to present to the Company’s Shareholder Meeting a proposal to distribute the Company’s profit for 2015 and part of its retained earnings in the total amount of PLN 41,660,486.50…

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Report No. 2/2016 - 29.01.2016

Information on failure to satisfy a condition precedent in significant lease agreements executed by the subsidiaries of MLP GROUP S.A. with a company from the “Czerwona Torebka” S.A. Capital Group and the company Małpka S.A. with its registered office in Poznań on 24 October 2014

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (hereinafter the “Issuer”) informs that the condition precedent was not fulfilled by 29 January 2016. The condition precedent consisted in the acquisition by MLP Poznań West spółka z ograniczoną odpowiedzialnością with its registered office in Pruszków (former business name: MLP Poznań Zachód spółka z ograniczoną odpowiedzialnością w organizacji) or an entity affiliated with the Lessor from the company “Trzecia – Czerwona Torebka spółka akcyjna” sp.k. with its registered office in Poznań of a real property located in Więckowice (township of Dopiewo, county of Poznań, wielkopolskie voivodship) consisting of a plot of land No. 319/2 registered in the Land and Mortgage Register No. KW PO1P/00295155/9 kept by the District Court for Poznań – Stare Miasto in Poznań, 5th Land and Mortgage Register Division. The condition precedent described in the preceding sentence was not fulfilled with respect to the lease agreements referred to in the Current Report No. 30/2014, entered into with the following entities…

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Report No. 1/2016 - 26.01.2016

Dates of publication of periodic reports in the financial year 2016

Details

The Management Board of the company MLP Group S.A. with its registered office in Pruszków (the “Company”) announces the dates of publication of periodic reports in the financial year 2016:

• The consolidated annual report for the year ended 31 December 2015 – 14 March 2016

• The annual report for the year ended 31 December 2015 – 14 March 2016

• The consolidated quarterly reports contain the Company’s condensed financial information:

o The report for the first quarter of 2016 – 13 May 2016,

o The report for the third quarter of 2016 – 10 November 2016,

• The consolidated semi-annual report for the period ended 30 June 2016 containing the Company’s condensed financial information – 22 August 2016.

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Report No. 18/2015 - 30.10.2015

MLP Bieruń Park Ownership Transfer Agreement

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby reports ON the execution of an agreement in the form of a notary deed pertaining to the sale of significant assets, i.e. the MLP Bieruń park (“Property”) by a subsidiary of the Company. …

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Report No. 17/2015 - 24.10.2015

Warunkowa umowa sprzedaży parku MLP Bieruń

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby reports on the execution of an agreement in the form of a notary deed pertaining to the sale of significant assets, i.e. the MLP Bieruń park (“Property”) by a subsidiary of the Company. …

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Report No. 15/2015 - 02.10.2015

Correction of Current Report No. 15/2015 regarding the agreement on sale of the MLP Tychy park

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby issues a correction of the Current Report No. 15/2015.

The correction pertains to the amount of the guarantee provided by the Company (the Company did not provide the guarantee referred to in item b of Report No. 15/2015, and the amount of the guarantee referred to in item a of Report No. 15/2015 was incorrectly stated). …

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Report No. 15/2015 - 01.10.2015

Agreement to sell the MLP Tychy park

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby reports on the execution of an agreement in the form of a notary deed pertaining to the sale of significant assets, i.e. the MLP Tychy park (“Property”) by a subsidiary of the Company. …

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Report No. 16/2015 - 01.10.2015

Conditional agreement to sell the MLP Bieruń park

Details

The Management Board of MLP Group S.A. (“Company”, “Issuer”) hereby reports the conclusion of an agreement in the form of a notary deed pertaining to the sale of significant assets, i.e. the MLP Bieruń park (“Property”) by a subsidiary of the Company. On 30 September 2015, the Company subsidiaries, MLP Bieruń spółka z ograniczoną odpowiedzialnością with its registered office in Pruszków (“Seller 1”) and Lokafop 201 spółka z ograniczoną odpowiedzialnością w organizacji spółka komandytowo-akcyjna with its registered office in Warsaw (“Seller 2”), signed a preliminary agreement with WestInvest Gesellschaft für Investmentfonds mbH with its registered office in Düsseldorf) (“Buyer”) to sell land located in Bieruń, in bieruńsko-lędziński county in Silesian Voivodship in record area 0002, Bieruń Stary and together with the buildings along with the title of ownership to the structures and assets (“Agreement”). …

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Report No. 14/2015 - 04.09.2015

Establishment of mortgage pursuant to a significant agreement

Details

The Management Board of MLP GROUP S.A. (“Company”) hereby notifies that it has received the decision of the District Court for Lublin-Wschód in Lublin with its registered office in Świdnik dated 24 August 2015 on the registration in land and mortgage register no. KW LU1S/00012867/9 kept for the real property owned by MLP Lublin Sp. z o.o. with its registered office in Pruszków of a contractual mortgage of EUR 25,502,396.00 for the benefit of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna. The mortgage secures the loan granted to MLP Lublin Sp. z o.o. with its registered office in Pruszków as described in the Company’s Current Report No. 8/2015.

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Report No. 10/2015 - 26.06.2015

Wording of the resolutions adopted by the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków on 25 April 2015

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) presents attached the wording of the resolutions adopted by the Ordinary Shareholder Meeting of MLPG on 25 April 2015.

Legal basis:

Article 56 Section 1 Item 2 of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies and Article § 38 Section 1 Item 7 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

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Report No. 11/2015 - 26.06.2015

Appointment of the Supervisory Board Members of MLP GROUP S.A. for the next term of office

Details

The Management Board of MLP Group S.A. (“Company”) hereby notifies that on 25 June 2015 the Shareholder Meeting appointed:

Mr. Shimshon Marfogel as Chairman of the Company’s Supervisory Board for the next term of office
Mr. Eytan Levy as Deputy Chairman of the Company’s Supervisory Board for the next term of office
Mr. Yosef Zvi Meir as Member of the Company’s Supervisory Board for the next term of office
Mr. Guy Shapiro as Member of the Company’s Supervisory Board for the next term of office
Mr. Maciej Matusiak as Member of the Company’s Supervisory Board for the next term of office
Mr. Jacek Tucharz as Member of the Company’s Supervisory Board for the next term of office
Biographical notes of the persons listed above were presented in the prospectus and in the previous Current Reports.

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Report No. 12/2015 - 26.06.2015

Appointment of the Management Board Members of MLP GROUP S.A. for the next term of office

Details

The Management Board of MLP Group S.A. (“Company”) notifies that on 25 June 2015 the Company’s Supervisory Board appointed:

Mr. Michael Shapiro as President of the Company Management Board for the next term of office
Mr. Radosław T. Krochta as Vice-President of the Company Management Board for the next term of office
Mr. Tomasz Zabost as Member of the Company’s Management Board for the next term of office
Biographical notes of the persons listed above were presented in the prospectus and in the previous Current Reports.

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Report No. 13/2015 - 26.06.2015

List of shareholders with at least 5% of the votes at the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) hereby announces that the shareholders attending the MLPG Ordinary Shareholder Meeting held on 25 June 2015 represented 15,498,539 votes. This means that 85.56% of MLPG’s share capital divided into 18,113,255 shares, each of which carries the right to one vote, was represented at the Ordinary Shareholder Meeting.

The following is a list of shareholders with at least 5% of the votes at the MLPG Ordinary Shareholder Meeting held on 25 June 2015:

CAJAMARCA HOLLAND B.V. with its registered office in Delft, holding 10,319,842 votes representing 66.59% of the votes at the Meeting and 56.97% of the total number of votes.
THESINGER Ltd. with its registered office in Nicosia, holding 1,920,475 votes representing 12.39% of the votes at the Meeting and 10.60% of the total number of votes.
GRACECUP TRADING Ltd. with its registered office in Nicosia, holding 1,094,388 votes representing 7.06% of the votes at the Meeting and 6.04% of the total number of votes.
MIRO B.V. with its registered office in Delft, holding 1,004,955 votes representing 6.48% of the votes at the Meeting and 5.55% of the total number of votes.
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Report No. 9/2015 - 28.05.2015

Announcement of the Management Board of MLP Group S.A. on convening the Ordinary Shareholder Meeting

Details

The Management Board of MLP Group S.A., with its registered office in Pruszków (“Company”), acting pursuant to Article 399 § 1 and Article 4021 of the Commercial Companies Code (“CCC”) as well as Article 12.1 Item 1 and Article 14 of the Company’s Articles of Association, hereby notifies of convening the Company’s Ordinary Shareholder Meeting for 25 June 2015, at 12:00 hours, in the Company’s registered office in Pruszków, in building S5, ul. 3-go Maja 8. …

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Report No. 8/2015 - 14.04.2015

Signing of significant agreements

Details

The Management Board of MLP GROUP S.A. (“Company”) hereby reports that on 13 April 2015 loan agreements (“Agreements”) were signed between MLP Lublin Spółka z ograniczoną odpowiedzialnością with its registered office in Pruszków (“Borrower”), a subsidiary of the Company, and Bank Powszechna Kasa Oszczędności Bank Polski S.A. with its registered office in Warsaw (“Bank”).

In accordance with the provisions of the Agreements, the Bank granted the following loans to the Borrower: …

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Report No. 7/2015 - 13.03.2015

Correction of the Consolidated Annual Report

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that in the Consolidated Annual Report for the year ended 31 December 2014 published on 12 March 2015, an editorial mistake was made consisting of the duplication of pages 67 to 78.

In the subsequent report, the Management Board will present the corrected Consolidated Annual Report for the year ended 31 December 2014.

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Report No. 6/2015 - 04.03.2015

Changes in the composition of the MLP Group S.A. Supervisory Board

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 3 March 2015 it received a statement from Mr. Baruch Yehezkelov, Member of the Supervisory Board, about his resignation from the position of Member of the Supervisory Board as of 3 March 2015. Mr. Baruch Yehezkelov did not provide the reasons for his resignation. …

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Report no. 5/2015 - 27.01.2015

Changes in the composition of the Supervisory Board MLP Group S.A.

Details

The Management Board of MLP Group S.A. (“Company”) announces that on March 3, 2015 it received the declaration of Mr. Baruch Yehezkelov, Member of the Supervisory Board, on resignation from the post of the Member of the Supervisory Board as of March 3, 2015. Mr. Baruch Yehezkelov has not given the reasons for his resignation.

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Report No. 4/2015 - 26.01.2015

Dates of publication of periodic reports in the financial year 2015

Details

The Management Board of the company MLP Group S.A. with its registered office in Pruszków (“Company”) announces the dates of publication of periodic reports in the financial year 2015:…

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Report No. 2/2015/K - 22.01.2015

Correction of Current Report No. 2/2015 regarding the establishment of a pledge on shares of the Issuer’s subsidiary

Details

The Management Board of MLP Group S.A. (“Company”) notifies that in Current Report No. 2/2015 published on 17 January 2015, the following text was erroneously included:…

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Report No. 3/2015 - 22.01.2015

Establishment of a pledge on shares in the Issuer’s subsidiary

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that it received information about the following:

a) the decision issued by the District Court for the Capital City Warsaw, 9th Pledge Register Commercial Division, about the registration, on 30 December 2014, of an increase in the amount of the registered pledge on shares in MLP Pruszków IV Sp. z o.o. with its registered office in Pruszków held by MLP Pruszków II Sp. z o.o. with its registered office in Pruszków. The total amount of security was increased from EUR 3,870,000.00 to EUR 10,578,651.00. The pledge was established to secure the repayment of amounts due mBank S.A. with its registered office in Warsaw (“Bank”), following from the loan agreement entered into on 17 December 2014. The pledge was established on 1,010 shares in MLP Pruszków IV Sp. z o.o., with a par value of PLN 100 each, with a total par value of PLN 101,000.00. These shares represent 96% of the share capital of MLP Pruszków IV Sp. z o.o., and their owner is the Company’s subsidiary MLP Pruszków II Sp. z o.o. The shares entitle their holder to 1,010 votes at the Shareholder Meeting of MLP Pruszków IV Sp. z o.o. The shares in MLP Pruszków IV Sp. z o.o. with its registered office in Pruszków are the long-term capital investment of the Company’s subsidiary MLP Pruszków II Sp. z o.o. with its registered office in Pruszków. …

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Report No. 2/2015 - 17.01.2015

Establishment of a pledge on shares in the Issuer’s subsidiary

Details

The Management Board of MLP Group S.A. (“Company”) hereby reports that on 16 January 2015 it received information about the following:

a) the decision issued by the District Court for the Capital City Warsaw, 9th Pledge Register Commercial Division, about the registration, on 9 January 2015, of a registered pledge on shares in MLP Pruszków IV Sp. z o.o. with its registered office in Pruszków held by MLP Pruszków II Sp. z o.o. with its registered office in Pruszków, with the highest collateral amount up to PLN 10,578,651.00. The pledge was established to secure the repayment of amounts due mBank S.A. with its registered office in Warsaw (“Bank”), following from the loan agreement entered into on 17 December 2014. The pledge was established on 1,010 shares in MLP Pruszków IV Sp. z o.o., with a par value of PLN 100 each, with a total par value of PLN 101,000.00. These shares represent 96% of the share capital of MLP Pruszków IV Sp. z o.o., and their owner is the Company’s subsidiary MLP Pruszków II Sp. z o.o. The shares entitle their holder to 1,010 votes at the Shareholder Meeting of MLP Pruszków IV Sp. z o.o. The shares in MLP Pruszków IV Sp. z o.o. with its registered office in Pruszków are the long-term capital investment of the Company’s subsidiary MLP Pruszków II Sp. z o.o. with its registered office in Pruszków. …

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Report no. 1/2015 - 15.01.2015

Appointment of a new MLP Group S.A. Management Board Member

Details

The Management Board of MLP Group S.A. (“Company”) hereby announces that on 14 January 2015 the Company’s Supervisory Board adopted a resolution to appoint Mr. Tomasz Zabost to act in the capacity of Management Board Member, concurrently entrusting him with the position of Project Management Director.

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Report No. 33/2014 - 28.11.2014

Information on the execution of significant lease agreements by subsidiaries of MLP GROUP S.A. with the company “Piotr i Paweł” S.A.

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (hereinafter the “Issuer”) hereby informs that on 27 November 2014 the Issuer’s subsidiaries: MLP Teresin spółka z ograniczoną odpowiedzialnością w organizacji with its registered office in Pruszków (hereinafter referred to as “Lessor 1”) and MLP Poznań II Sp. z o.o. with its registered office in Pruszków (hereinafter referred to as “Lessor 2”) entered into lease agreements (hereinafter referred to jointly as the “Lease Agreements”, and individually as the “Lease Agreement”) with “Piotr i Paweł” S.A. (hereinafter referred to as the “Lessee”). ….
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Report no. 32/2014 - 03.11.2014

Change of publication date of the consolidated quarterly report for 3Q 2014

Details

The Management Board of MLP Group S.A. (“Company”) informs, that the Consolidated quarterly report containing condensed standalone financial information for 3Q 2014, which according to current report no. 5/2014 were due to be published on November 8th, 2014, will be published on November 7th, 2014.

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Report no. 30/2014 - 25.10.2014

Information about the signing of a significant lease agreement by a subsidiary of MLP GROUP S.A. with member companies of the “Czerwona Torebka” S.A. Capital Group

Report no. 31/2014 - 25.10.2014

Information about the signing of a significant lease agreement by a subsidiary of MLP GROUP S.A. with Merlin.pl S.A.

Report no. 29/2014 - 02.09.2014

Change in Management Board of MLP Group S.A. and of all companies of MLP Group S.A. Capital Group

Details

The Management Board of MLP Group S.A. (“Company”) hereby informs that Mrs. Dorota Jagodzińska – Sasson, hitherto responsible for sales and marketing in the Company, had filed her resignation from the post of the Member of the Management Board of the Company on September 2, 2014.

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Report no. 28/2014/K - 14.08.2014

Correction of the current report no. 28/2014 regarding information on conclusion of an important contract

Details

The Management Board of MLP Group S.A. (“Company”) informs that an incorrect amount of the investment loan was contained in the current report no. 28/2014 published on August 12, 2014. The amount published was „16.663.548,00 Euro (sixteen milion six hundred and sixty-three thousand five hundred and forty-eight Euro)”, while the amount should be: 16.633.548,00 Euro (sixteen milion six hundred and thirty-three thousand five hundred and forty-eight Euro)”. The remainder of the contents of the current report no. 28/2014 remains unchanged.

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Report no. 28/2014 - 12.08.2014

Information about significant loan agreement

Details

Management Board of MLP GROUP S.A. (“Company”) informs that on August 12, 2014 MLP Bieruń Spółka z ograniczoną odpowiedzialnością with its registered office in Pruszków (“Borrower”), a subsidiary of the Company and Bank Powszechna Kasa Oszczędności Bank Polski S.A. with its registered office in Warsaw (“Bank”) entered into two facility agreements (“Agreements”).

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Report no. 26/2014 - 08.07.2014

Accession of MLP Group S.A. to the Liquidity Support Programme

Details

Management Board of the company MLP Group S.A. with its registered office in Pruszków („Company”) informs that it received the message of the Management Board of Warsaw Stock Exchanges of June 7, 2014 (WSE Main Market) on accession of the Company to the Liquidity Support Programme on that day.

The change of the listing system, resulting from the cessation of qualification of the Company to the Lower Liquidity Zone, will take place as from the session of July 10, 2014.

Legal basis: Article 56 para.1 subpara.2 of the Act of July 29, 2005 on the public offering and the conditions for introducing financial instruments to the organized trading system, and on public companies.

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Report no. 27/2014 - 08.07.2014

Entering into an agreement on exercising the function of the Market Maker of the Issuer

Details

Management Board of the company MLP Group S.A. with its registered office in Pruszków („Company”) informs that it received a signed agreement on exercising the function of the Market Maker of the Issuer.

Dom Maklerski mBanku S.A. will exercise this function for the Company’s shares.

Legal basis:

Article 56 para.1 subpara.2 of the Act of July 29, 2005 on the public offering and the conditions for introducing financial instruments to the organized trading system, and on public companies.

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Report no. 24/2014 - 26.06.2014

Treść uchwał podjętych przez Zwyczajne Walne Zgromadzenie MLP GROUP S.A. z siedzibą w Pruszkowie 26 czerwca 2014r.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („MLPG”) w załączeniu przekazuje treść uchwał podjętych przez Zwyczajne Walne Zgromadzenie MLPG w dniu 26 czerwca 2014 roku.

Podstawa prawna:

Art. 56 ust. 1 pkt 2 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §38 ust. 1 pkt 7 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.

Załączniki:

Uchwały podjęte przez ZWZ MLPG 26.06.2014r.

(…) pełną treść Raportu nr 24/2014 wraz z załącznikiem można pobrać klikając w link po prawej stronie.

Report no 25/2014 - 26.06.2014

List of shareholders entitled to at least 5% of the votes at the Ordinary Shareholder Meeting of MLP GROUP S.A. with its registered office in Pruszków

Details

The Management Board of MLP GROUP S.A. with its registered office in Pruszków (“MLPG”) hereby informs that the shareholders attending the Ordinary Shareholder Meeting of MLPG held on 26 June 2014 were entitled to 14,684,421 votes. This means that 81.07% of the share capital of MLPG consisting of 18,113,255 shares of stock, each of which carries the right to one vote, was represented at the Ordinary Shareholder Meeting.

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Report no. 23/2014 - 25.06.2014

Projekt uchwały ZWZ zgłoszony przez akcjonariusza.

Details

Zarząd MLP GROUP S.A. informuje, iż w dniu 25 czerwca 2014 r. otrzymał od Miro B.V., posiadającego 1.004.955 akcji Spółki stanowiących 5,5 % kapitału zakładowego, projekt uchwały, która ma być przedmiotem obrad Zwyczajnego Walnego Zgromadzenia Spółki zwołanego na dzień 26 czerwca 2014 r. (“ZWZ”) (por. raport bieżący nr 22/2014).

Zgłoszony projekt uchwały stanowi załącznik do niniejszego raportu.

Podstawa prawna:

§ 38 ust. 1 pkt 5 Rozporządzenia Ministra Finansów z dnia 13 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 z późn. zm.)

Załącznik:

Projekt uchwały nr ZWZ MLPG

(…) pełną treść Raportu nr 23/2014 wraz z załącznikiem można pobrać klikając w link po prawej stronie.

Report no. 22/2014 - 30.05.2014

Ogłoszenie Zarządu MLP Group S.A. o zwołaniu Zwyczajnego Walnego Zgromadzenia.

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”), działając na podstawie Art. 399 § 1 oraz art. 4021 Kodeksu spółek handlowych („KSH”) oraz Art. 12.1 pkt 1) i art. 14 Statutu Spółki, informuje o zwołaniu na dzień 26 czerwca 2014 roku Zwyczajnego Walnego Zgromadzenia Spółki, które odbędzie się o godzinie 11:00, w hotelu ComfortBiznes Pruszków, przy ul. Bolesława Prusa 1 w Pruszkowie.

Pełny tekst ogłoszenia o zwołaniu Zwyczajnego Walnego Zgromadzenia MLP Group S.A. oraz projekty uchwał, które mają być przedmiotem obrad Spółka przekazuje do publicznej wiadomości w załączeniu do niniejszego raportu.

Podstawa prawna:

§ 38 ust. 1 pkt 1-3 Rozporządzenia Ministra Finansów z dnia 13 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 z późn. zm.)

Załączniki:

Projekty Uchwał Zwyczajnego Walnego Zgromadzenia spółki pod firmą: MLP GROUP Spółka Akcyjna z siedzibą w Pruszkowie z dnia 26 czerwca 2014r.

Ogłoszenie Zarządu MLP Group S.A. o zwołaniu Zwyczajnego Walnego Zgromadzenia

(…) pełna treść Raportu nr 22/2014 wraz z załącznikami można pobrać klikając w link po prawej stronie.

Report no. 21/2014 - 29.04.2014

Nabycie nieruchomości o znacznej wartości przez spółkę zależną Emitenta – MLP Poznań I Sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 28 kwietnia 2014 roku, spółka zależna Emitenta – MLP Poznań I Sp. z o.o. z siedzibą w Pruszkowie („Spółka”) zawarła umowę przeniesienia własności nieruchomości w formie aktu notarialnego. Przedmiotem zawartej umowy jest działka położona w Lublinie przy ul. Plewińskiego wchodząca w skład nieruchomości, dla której prowadzona jest księga wieczysta o nr LU1I/00302075/1. Powierzchnia nieruchomości nabytej przez Spółkę wynosi 10,5141 ha.

(…) pełna treść Raportu nr 21/2014 można pobrać klikając w link po prawej stronie.

Report no. 20/2014 - 28.04.2014

Zmiana wpisu w rejestrze zastawów ustanowionego na udziałach w spółce zależnej Emitenta MLP Poznań II Sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 28 kwietnia br. otrzymał postanowienie Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów o dokonaniu w dniu 16 kwietnia 2014 r. zmiany wpisu w rejestrze zastawów dotyczącego zastawu rejestrowego wpisanego pod poz. 2273618, ustawionego na 49 udziałach będących własnością spółki zależnej Emitenta MLP Poznań sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) w spółce zależnej Emitenta MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie, każdy o wartości nominalnej 100 zł, stanowiących na dzień publikacji tego raportu 0,54% udziałów w kapitale zakładowym tej spółki, uprawiających do 0,54% głosów na zgromadzeniu wspólników MLP Poznań II Sp. z o.o. Zmiana dotyczyła oznaczenia przedmiotu zastawu i polegała na ujawnieniu w rejestrze podwyższenia kapitału zakładowego MLP Poznań II sp. z o.o. z kwoty 10.000 zł do 910.000 zł.

(…) pełna treść Raportu nr 20/2014 można pobrać klikając w link po prawej stronie.

Report no. 19/2014 - 25.04.2014

Wpis zastawu na udziałach w spółce zależnej Emitenta – MLP Poznań II Sp. z o.o. z siedzibą w Pruszkowie do rejestru zastawów.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 14 kwietnia 2014 roku, na mocy postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów z dnia 14 kwietnia 2014 roku (data wpływu 24 kwietnia 2014 roku), pod pozycją 2395700, wpisany został zastaw rejestrowy na 3.000 udziałach posiadanych przez spółkę zależną Emitenta – MLP Poznań Sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) w spółce zależnej Emitenta – MLP Poznań II Sp. z o.o., każdy o wartości nominalnej 100 zł, stanowiących na dzień zawarcia umowy zastawu 32,97% udziałów w kapitale zakładowym MLP Poznań II Sp. z o.o., uprawniających do 32,97% głosów na zgromadzeniu wspólników spółki MLP Poznań II Sp. z. o.o.

(…) pełna treść Raportu nr 19/2014 można pobrać klikając w link po prawej stronie.

Report no. 18/2014 - 10.04.2014

Zwarcie aneksu do umowy zastawu na udziałach w spółce zależnej Emitenta MLP Poznań II Sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 09 kwietnia br. został zawarty aneks do umowy o ustanowienie zastawu finansowego i rejestrowego na udziałach MLP Poznań II sp. z o.o. zawartej pomiędzy spółką zależną Emitenta MLP Poznań I Sp. z o.o. jako Zastawcą oraz ING Bank Śląski S.A. z siedzibą w Katowicach jako Zastawnikiem w dniu 18 grudnia 2013 roku („Umowa zastawu”). O zawarciu Umowy zastawu Emitent informował w dniu 19.12.2013r. Raportem bieżącym nr 20/2013. Zastaw rejestrowy został wpisany do rejestru zastawów w dniu 28 stycznia 2014 roku pod pozycją nr 2385991 (Raport bieżący nr 9/2014 z dnia 04.02.2014r.).

(…) pełna treść Raportu nr 18/2014 można pobrać klikając w link po prawej stronie.

Report no. 17/2014 - 26.03.2014

Zawarcie przez spółkę zależną Emitenta – MLP Poznań sp. z o.o. w Pruszkowie umowy o ustanowienie zastawu finansowego i rejestrowego na udziałach w spółce zależnej Emitenta – MLP Poznań II Sp. z o.o. w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 25 marca 2014 roku spółka zależna Emitenta MLP Poznań Sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) zawarła z ING Bank Śląski S.A. z siedzibą w Katowicach („Bank”) umowę o ustanowienie zastawu finansowego i rejestrowego na udziałach w MLP Poznań II sp. z o.o. („Umowa zastawu”).

(…) pełna treść Raportu nr 17/2014 można pobrać klikając w link po prawej stronie.

Report no. 16/2014 - 27.02.2014

Wykreślenie oraz zmiana hipotek ustanowionych przez spółki zależne Emitenta.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 26 lutego 2014r. powziął wiadomość o:

1) Wykreśleniu przez Sąd Rejonowy w Środzie Wielkopolskiej hipoteki umownej kaucyjnej ustanowionej przez spółkę zależną Emitenta – MLP Poznań I Sp. z o.o. z siedzibą w Pruszkowie na rzecz Powszechnej Kasy Oszczędności Bank Polski S.A. I Regionalny Oddział w Warszawie. Wykreślona hipoteka ustanowiona była do kwoty 2.530.107 EUR na nieruchomości objętej księgą wieczystą PO1D/00050728/6 położonej w miejscowości Koninko, gm. Kórnik, tytułem zabezpieczenia spłaty kapitału kredytu, odsetek, opłat, prowizji i udokumentowanych kosztów związanych z realizacją umowy kredytowej nr 81 1020 1042 0000 8396 0088 9584 z dnia 06.02.2013r („Umowa kredytowa”). Wykreślnie hipoteki nastąpiło w związku z całkowitą spłatą zabezpieczonych wierzytelności. Emitent informował o zwarciu ww. umowy kredytowej oraz o ustanowieniu ww. hipoteki w Prospekcie Emisyjnym.

(…) pełna treść Raportu nr 16/2014 można pobrać klikając w link po prawej stronie.

Report no. 15/2014 - 26.02.2014

Zmiany hipotek ustanowionych przez spółkę zależną Emitenta – MLP POZNAŃ II sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 25 lutego 2014r. powziął wiadomość o dokonaniu przez Sąd Rejonowy w Środzie Wielkopolskiej wpisu zmian następujących hipotek ustawionych przez spółkę zależną Emitenta – MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie („MLPPoz.II”) na nieruchomości objętej księgą wieczystą PO1D/00041540/8:

1) hipoteki umownej w kwocie 2.970.000 EUR tytułem zabezpieczenia spłaty zadłużenia z tytułu transzy A, odsetek, prowizji i opłat oraz innych kosztów na rzecz ING Bank Hipoteczny S.A. z siedzibą w Warszawie, zgodnie z umową kredytu nr 11/0002 z dnia 08.02.2011r., w ten sposób, iż po zmianie jest to hipoteka umowna łączna do kwoty 6.105.000 EUR na nieruchomościach objętych księgami wieczystymi PO1D/00041540/8, PO1D/00050728/6 i PO1D/00051882/0, na rzecz ING BANK Śląski S.A. z siedzibą w Katowicach [zamiana wskutek połączenia ING Banku Śląskiego S.A. z siedzibą w Katowicach (spółka przejmująca) z ING Bankiem Hipotecznym S.A. z siedzibą w Warszawie (spółka przejmowana)], tytułem zabezpieczenia spłaty Kredytu w odniesieniu do Transzy A, Transzy C, Transzy Budowlanej A3 oraz Transzy E (po Konwersji Transzy Budowlanej A3 na Transzę Inwestycyjną A3), odsetek, prowizji, innych opłat i udokumentowanych kosztów, zgodnie z umową kredytu nr 11/0002 z dnia 08.02.2011r. z późniejszym zmianami.

(…) pełna treść Raportu nr 15/2014 można pobrać klikając w link po prawej stronie.

Report no. 14/2014 - 19.02.2014

Zmiana wpisu w rejestrze zastawów ustanowionego przez spółkę zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 18 lutego 2014 r. Emitent otrzymał postanowienie Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów z dnia 21 stycznia 2014r. o dokonaniu zmiany wpisu w rejestrze zastawów zastawu rejestrowego (wpisanego pod pozycją 2346077) ustanowionego na prawach z rachunku bankowego ustanowionego na mocy umowy o ustanowienie zastawów rejestrowych i finansowych na prawach z rachunków bankowych z dnia 06 marca 2013 roku zawartej pomiędzy spółką zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. (dawniej MLP Tychy Sp. z o.o.) z siedzibą w Pruszkowie a Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”).

(…) pełna treść Raportu nr 14/2014 można pobrać klikając w link po prawej stronie.

Report no. 13/2014 - 13.02.2014

Zmiany wpisów w rejestrze zastawów ustanowionych przez Emitenta oraz przez spółkę zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 12 lutego 2014 r. Emitent otrzymał postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów o dokonaniu zmian wpisów w rejestrze zastawów dotyczących:

1) Zastawu rejestrowego wpisanego pod 2378669 ustawionego przez Emitenta na 50 udziałach posiadanych przez Emitenta w spółce zależnej MLP sp. z o.o. z siedzibą w Pruszkowie, każdy o wartości nominalnej 50 zł, o łącznej wartości nominalnej 5.000 zł, stanowiących 100% udziałów w kapitale zakładowym tej spółki, uprawniających do 100% głosów na zgromadzeniu wspólników MLP sp. z o.o. („Zastaw 1”).

2) Zastawu rejestrowego wpisanego pod pozycją 2346001 ustanowionego na prawach z rachunków bankowych ustanowionych na mocy umowy o ustanowienie zastawów rejestrowych i finansowych na prawach z rachunków bankowych z dnia 06 marca 2013 roku zawartej pomiędzy spółką zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. (dawniej MLP Tychy Sp. z o.o.) z siedzibą w Pruszkowie a Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”) („Zastaw 2”).

(…) pełna treść Raportu nr 13/2014 można pobrać klikając w link po prawej stronie.

Report no. 12/2014 - 10.02.2014

Rejestracja przez sąd zmian Statutu i przyjęcia tekstu jednolitego Statutu MLP GROUP S.A. z siedzibą w Pruszkowie

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 10 lutego 2014 r. Emitent otrzymał postanowienie Sądu Rejonowego dla m.st. Warszawy w Warszawie XIV Wydział Gospodarczy Krajowego Rejestru Sądowego z dnia 31 stycznia 2014 roku, na mocy którego sąd m.in. zarejestrował zmiany Statutu Emitenta dokonane przez Nadzwyczajne Walne Zgromadzenie MLP GROUP S.A. w dniu 15 stycznia 2014 roku oraz wpisał fakt ustalenia przez to Nadzwyczajne Walne Zgromadzenie tekstu jednolitego Statutu Spółki.

Tekst jednolity Statutu stanowi załącznik do niniejszego raportu bieżącego.

(…) pełna treść Raportu nr 12/2014 można pobrać klikając w link po prawej stronie.

Report no. 11/2014 - 06.02.2014

Zmiany wpisów w rejestrze zastawów ustanowionych na udziałach w spółkach zależnych Emitenta: MLP Moszna I sp. z o.o. w Pruszkowie i MLP Poznań II sp. z o.o. w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 05 lutego br. otrzymał postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów o dokonaniu zmian wpisów w rejestrze zastawów dotyczących:

1) zastawu rejestrowego, wpisanego pod poz. 2278828, ustawionego przez Emitenta na 1.100 udziałach posiadanych przez Emitenta w spółce zależnej MLP Moszna I sp. z o.o. z siedzibą w Pruszkowie, każdy o wartości nominalnej 50 zł, stanowiących 100% udziałów w kapitale zakładowym tej spółki, uprawniających do 100% głosów na zgromadzeniu wspólników MLP Moszna I sp. z o.o. („Zastaw 1”). Zmiana dotyczyła ujawnienia jako zastawnika w miejsce DZ Bank Polska S. A. z siedzibą w Warszawie „(Bank”), Dz Bank AG Deutsche Zentral-Genossenschaftbank Frankfurt am Main Spółka Akcyjna Oddział w Polsce z siedzibą w Warszawie, w związku z przeniesieniem przedsiębiorstwa bankowego DZ Bank Polska S.A. na DZ BANK AG S.A. Oddział w Polsce, w tym przeniesieniem wszystkich praw i obowiązków wynikających z umowy kredytowej i umowy zastawu (opisanych poniżej).

(…) pełna treść Raportu nr 11/2014 można pobrać klikając w link po prawej stronie.

Report no. 10/2014 - 05.02.2014

Zmiany wpisów w rejestrze zastawów ustanowionych przez spółkę zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 05 lutego br. otrzymał postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów o dokonaniu zmian wpisów w rejestrze zastawów ustawionych na prawach z rachunków bankowych ustanowionych na mocy umowy o ustanowienie zastawów rejestrowych i finansowych na prawach z rachunków bankowych z dnia 06 marca 2013 roku zawartej pomiędzy spółką zależną Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. (dawniej MLP Tychy sp. z o.o.) z siedzibą w Pruszkowie („Zastawca”) a Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”).

(…) pełna treść Raportu nr 10/2014 można pobrać klikając w link po prawej stronie.

Report no. 9/2014 - 04.02.2014

Wpis zastawu rejestrowego ustanowionego na udziałach w spółce zależnej Emitenta – MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 28 stycznia 2014r. na mocy postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów z dnia 28 stycznia 2014 roku (data wpływu 04 lutego 2014 roku), pod pozycją 2385991, wpisany został zastaw rejestrowy na wszystkich 6.000 udziałach posiadanych przez spółkę zależną Emitenta – MLP Poznań I sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) w MLP Poznań II sp. z o.o., każdy o wartości nominalnej 100 zł, stanowiących na dzień zawarcia umowy zastawu 65,93% udziałów w kapitale zakładowym MLP Poznań II sp. z o.o., uprawniających do 65,93% głosów na zgromadzeniu wspólników spółki MLP Poznań II Sp. z. o.o.

(…) pełna treść Raportu nr 9/2014 można pobrać klikając w link po prawej stronie.

Report no. 7/2014 - 25.01.2014

Wpis zastawu rejestrowego ustanowionego przez spółkę zależną Emitenta – MLP sp. z o.o. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 02 stycznia 2014r. na mocy postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów z dnia 30 grudnia 2013 roku (data wpływu 24 stycznia 2014 roku), pod pozycją 2383285, wpisany został zastaw rejestrowy na wierzytelnościach pieniężnych przysługujących spółce zależnej Emitenta – MLP sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) od spółki zależnej Emitenta – MLP spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna (wcześniej MLP Tychy sp. z o.o.) z siedzibą w Pruszkowie („Spółka”) z tytułu uczestnictwa w Spółce jako komplementariusz. Zastaw rejestrowy ustanowiony został zgodnie z umową o ustanowienie zastawu rejestrowego i zastawów zwykłych z dnia 27 listopada 2013 roku, zawartej pomiędzy Zastawcą a Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”), o zawarciu której Emitent informował raportem bieżącym nr 14/2013 z dnia 27 listopada 2013 roku.

(…) pełna treść Raportu nr 7/2014 można pobrać klikając w link po prawej stronie.

Report no. 8/2014 - 25.01.2014

Wpis zmiany zastawu rejestrowego ustanowionego na udziałach w spółce zależnej Emitenta – MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 02 stycznia 2014r. na mocy postanowienia Sądu Rejonowego dla m.st. Warszawy XI Wydział Gospodarczy Rejestru Zastawów z dnia 18 grudnia 2013 roku (data wpływu 24 stycznia 2014 roku) zmieniony został zastaw rejestrowy (poz. 2273619) ustanowiony w dniu 06.09.2011r. na wszystkich 51 udziałach będących własnością Emitenta w spółce zależnej – MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie („Spółka Zależna”), o wartości nominalnej 100 zł każdy, o łącznej wartości nominalnej 5.100 zł, stanowiących na dzień publikacji tego raportu 0,6% udziałów w kapitale zakładowym Spółki Zależnej.

(…) pełna treść Raportu nr 8/2014 można pobrać klikając w link po prawej stronie.

Report no. 6/2014 - 23.01.2014

Ustanowienie zastawów rejestrowych oraz zmiany zastawów rejestrowych przez spółkę zależną Emitenta – MLP Poznań II sp. z o.o. w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż: (a) w dniu 02 stycznia 2014r. na mocy postanowienia Sądu Rejonowego dla m.st. Warszawy w Warszawie XI Wydział Gospodarczy Rejestru Zastawów z dnia 31 grudnia 2013 roku (data wpływu 23 stycznia 2014 roku), pod pozycją 2383803, ustanowiony został zastaw rejestrowy na wierzytelności pieniężnej wynikającej z umowy ramowej o prowadzenie rachunków z dnia 10 lutego 2011 roku zawartej pomiędzy MLP Poznań II sp. z o.o. oraz ING Bank Śląski Spółka Akcyjna z siedzibą w Katowicach („Bank”) do najwyższej sumy zabezpieczenia wynoszącej 14.046.600 EUR, (…)

(…) pełna treść Raportu nr 6/2014 można pobrać klikając w link po prawej stronie.

Report no. 4/2014 - 16.01.2014

Powołanie Członków Rady Nadzorczej MLP GROUP S.A. z siedzibą w Pruszkowie Treść.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („MLPG”) informuje, iż Nadzwyczajne Zgromadzenie Wspólników MLPG w dniu 15 stycznia 2014 roku powołało w skład Rady Nadzorczej Pana Macieja Matusiaka oraz Pana Jacka Tucharza.

Zgodnie ze złożonymi oświadczeniami, żaden z nowopowołanych Członków Rady Nadzorczej nie prowadzi działalności konkurencyjnej wobec MLPG, nie uczestniczy w spółce konkurencyjnej jako wspólnik spółki cywilnej, spółki osobowej lub jako członek organu spółki kapitałowej oraz żaden z Nich nie uczestniczy w innej konkurencyjnej osobie prawnej jako członek jej organu.

Ani Pan Maciej Matusiak, ani Pan Jacek Tucharz nie są wpisani do Rejestru Dłużników Niewypłacalnych prowadzonego na podstawie ustawy z dnia 20 sierpnia 1997r. o Krajowym Rejestrze Sądowym.

Podstawa prawna:

Art. 56 ust. 1 pkt 2 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §5 ust. 1 pkt 22 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.

W celu pobrania Raportu Bieżącego nr 4/2014 oraz Życiorysów nowo powołanych Członków Rady Nadzorczej, proszę kliknąć w link po prawej stronie.

Report no. 5/2014 - 16.01.2014

Terminy publikacji raportów okresowych w roku obrotowym 2014

Details

Podstawa prawna:

Art. 56 ust. 1 pkt 2 Ustawy o ofercie – informacje bieżące i okresowe

(…) pełna treść Raportu nr 5/2014 można pobrać klikając w link po prawej stronie.

Report no. 2/2014 - 15.01.2014

Wykaz akcjonariuszy posiadających co najmniej 5% liczby głosów na Nadzwyczajnym Walnym Zgromadzeniu MLP GROUP S.A. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („MLPG”) informuje, że akcjonariusze obecni na Nadzwyczajnym Walnym Zgromadzeniu MLPG, które odbyło się w dniu 15 stycznia 2014 roku, dysponowali 15.614.509 głosami. Oznacza to, że kapitał zakładowy MLPG dzielący się na 18.113.255 akcji, z których każda daje prawo do jednego głosu, był reprezentowany na NWZ w 86,2%.

Akcjonariuszami posiadającym co najmniej 5% liczby głosów na NWZ MLPG w dniu 15.01.2014 roku byli:

1. CAJAMARCA HOLLAND B.V. z siedzibą w Delft, posiadająca 10.319.842 głosów, co stanowiło 66,09% liczby głosów na tym Zgromadzeniu oraz 56,97% ogólnej liczby głosów.

2. THESINGER Ltd. z siedzibą w Nikozji, posiadający 1.920.475 głosów, co stanowiło 12,30% liczby głosów na tym Zgromadzeniu oraz 10,60% ogólnej liczby głosów.

3. GRACECUP TRADING Ltd. z siedzibą w Nikozji, posiadająca 1.094.388 głosów, co stanowiło 7,01% liczby głosów na tym Zgromadzeniu oraz 6,04% ogólnej liczby głosów.

4. MIRO B.V. z siedzibą w Delft, posiadający 1.004.955 głosów, co stanowiło 6,44% liczby głosów na tym Zgromadzeniu oraz 5,55% ogólnej liczby głosów.

Podstawa prawna:

Art. 70 pkt. 3) ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych

Report no. 3/2014 - 15.01.2014

Treść uchwał podjętych przez Nadzwyczajne Walne Zgromadzenie MLP GROUP S.A. z siedzibą w Pruszkowie 15 stycznia 2014r.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („MLPG”) w załączeniu przekazuje treść uchwał podjętych przez Nadzwyczajne Walne Zgromadzenie MLPG w dniu 15 stycznia 2014 roku.

Podstawa prawna:

Art. 56 ust. 1 pkt 2 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §38 ust. 1 pkt 7 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.

Załączniki:

Uchwały podjęte przez NWZ MLPG 15.01.2014r.

W celu pobrania Raportu Bieżącego nr 3/2014 oraz załącznika, proszę kliknąć w link po prawej stronie.

Report no. 1/2014 - 14.01.2014

Zmiana treści projektu Uchwały nr 9 Nadzwyczajnego Walnego Zgromadzenia MLP GROUP S.A. z siedzibą w Pruszkowie zwołanego na 15 stycznia 2014 roku w sprawie ustalenia zasad wynagradzania oraz wynagrodzenia członków Rady Nadzorczej.

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Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („MLPG”) informuje o zmianie treści projektu Uchwały nr 9 w sprawie ustalenia zasad wynagradzania oraz wynagrodzenia członków Rady Nadzorczej, która ma być przedmiotem obrad Nadzwyczajnego Walnego Zgromadzenia MLPG zwołanego na dzień 15 stycznia 2014 roku, na godz. 11.00 w Pruszkowie w hotelu ComfortBiznes Pruszków, przy ul. Bolesława Prusa 1. Nowa treść projektu Uchwały nr 9 stanowi Załącznik Nr 1 do niniejszego raportu.

Podstawa prawna:

§ 38 ust. 1 pkt 5 Rozporządzenia Ministra Finansów z dnia 13 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 z późn. zm.)

Report no. 20/2013 - 19.12.2013

Zawarcie przez spółkę zależną Emitenta – MLP Poznań I sp. z o.o. z siedzibą w Pruszkowie umowy o ustanowienie zastawu finansowego i rejestrowego na udziałach w spółce MLP Poznań II sp. z o.o. z siedzibą w Pruszkowie.

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Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż w dniu 18 grudnia 2013 roku, spółka zależna Emitenta MLP Poznań I sp. z o.o. z siedzibą w Pruszkowie („Zastawca”) zawarła z ING Bank Śląski S.A. z siedzibą w Katowicach („Bank”) umowę o ustanowienie zastawu finansowego i rejestrowego na udziałach w MLP Poznań II sp. z o.o. („Umowa zastawu”).

(…) pełną treść Raportu nr 20/2013 można pobrać klikając w link po prawej stronie.

Report no. 21/2013 - 19.12.2013

Wpis zastawu rejestrowego na akcjach w spółce zależnej Emitenta – MLP spółka z ograniczoną odpowiedzialnością S.K.A. z siedzibą w Pruszkowie.

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż na mocy postawienia Sądu Rejonowego dla m.st. Warszawy w Warszawie, XI Wydział Gospodarczy Rejestru Zastawów z dnia 09 grudnia 2013 roku (data wpływu 19 grudnia 2013 roku), w dniu 10 grudnia 2013 roku Sąd Rejonowy dla m.st. Warszawy w Warszawie dokonał wpisu zastawu rejestrowego na wszystkich akcjach Emitenta posiadanych spółce zależnej MLP spółka z ograniczoną odpowiedzialnością S.K.A.(dawniej MLP Tychy sp. z o.o.) z siedzibą w Pruszkowie, tj. 60.000 akcji imiennych serii A, każda o wartości nominalnej 1 zł, o łącznej wartości nominalnej 60.000 zł, stanowiących 100% akcji w kapitale zakładowym, zgodnie z umową o ustanowienie zastawu rejestrowego i zastawów finansowych na akcjach z dnia 27 listopada 2013 roku, zawartą przez Emitenta z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Umowa Zastawu”). Zastaw został wpisany pod pozycją 2380729.

(…) pełną treść Raportu nr 21/2013 można pobrać klikając w link po prawej stronie.

Report no. 19/2013 - 18.12.2013

Wpis zastawu rejestrowego na udziałach w spółce zależnej Emitenta – MLP sp. z o.o. w Pruszkowie

Details

Zarząd MLP GROUP S.A. z siedzibą w Pruszkowie („Emitent”) informuje, iż na mocy postawienia Sądu Rejonowego dla m.st. Warszawy w Warszawie, XI Wydział Gospodarczy Rejestru Zastawów z dnia 21 listopada 2013 roku, w dniu 25 listopada 2013 roku Sąd Rejonowy dla m.st. Warszawy w Warszawie dokonał wpisu zastawu rejestrowego na wszystkich udziałach Emitenta posiadanych spółce zależnej MLP sp. z o.o. z siedzibą w Pruszkowie, zgodnie z umową o ustanowienie zastawu rejestrowego i zastawów finansowych na udziałach z dnia 7 listopada 2013 roku, zawartą przez Emitenta z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Umowa Zastawu”). Zastaw został wpisany pod pozycją 2378669.

(…) pełną treść Raportu nr 19/2013 można pobrać klikając w link po prawej stronie.

Report no. 17/2013/K - 17.12.2013

Korekta raportu bieżącego nr 17/2013 w sprawie ogłoszenia o zwołaniu Nadzwyczajnego Walnego Zgromadzenia.

Details

Zarząd spółki MLP Group S.A. („Spółka”) informuje, że w treści raportu bieżącego nr 17/2013 opublikowanego w dniu 13 grudnia 2013 roku omyłkowo została podana niewłaściwa data, na którą zostało zwołane Nadzwyczajne Walne Zgromadzenie Spółki, tj. „14 stycznia 2014 roku”, podczas gdy powinno być „15 stycznia 2014 roku”. Treść załączników do raportu bieżącego nr 17/2013 (w tym ogłoszenia o zwołaniu Nadzwyczajnego Walnego Zgromadzenia Spółki) pozostaje bez zmian.

Podstawa prawna:

§ 6 ust. 2 Rozporządzenia Ministra Finansów z dnia 13 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 z późn. zm.)

Treść Raportu nr 17/2013/K można pobrać klikając w link po prawej stronie.

Report no. 17/2013 - 13.12.2013

Ogłoszenie Zarządu MLP Group S.A. o zwołaniu Nadzwyczajnego Walnego Zgromadzenia.

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”), działając na podstawie Art. 399 § 1 oraz art. 4021 Kodeksu spółek handlowych („KSH”) oraz Art. 12.1 pkt 1) i art. 14 Statutu Spółki, informuje o zwołaniu na dzień 14 stycznia 2014 roku Nadzwyczajnego Walnego Zgromadzenia Spółki, które odbędzie się o godzinie 11:00, w hotelu ComfortBiznes Pruszków, przy ul. Bolesława Prusa 1 w Pruszkowie.

Pełny tekst ogłoszenia o zwołaniu Nadzwyczajnego Walnego Zgromadzenia MLP Group S.A. oraz projekty uchwał, które mają być przedmiotem obrad Spółka przekazuje do publicznej wiadomości w załączeniu do niniejszego raportu.

Podstawa prawna:

§ 38 ust. 1 pkt 1-3 Rozporządzenia Ministra Finansów z dnia 13 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 z późn. zm.)

Report no. 18/2013 - 13.12.2013

Wybór biegłego rewidenta

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”), informuje, iż w dniu 12 grudnia 2013 roku Rada Nadzorcza Spółki, działając na podstawie art. 21.2 g) Statutu Spółki dokonała wyboru firmy KPMG Audyt Spółka z ograniczoną odpowiedzialnością spółka komandytowa z siedzibą w Warszawie, jako podmiotu uprawnionego do zbadania jednostkowych i skonsolidowanych sprawozdań finansowych za lata: 2013, 2014, 2015, a także dokonania przeglądu śródrocznych jednostkowych i skonsolidowanych sprawozdań finansowych w latach obrotowych: 2014, 2015, 2016.

(…) pełna treść Raportu nr 18/2013 można pobrać klikając w link po prawej stronie.

Report no. 16/2013 - 29.11.2013

Zawarcie aneksu do umowy o ustanowienie zastawu rejestrowego na akcjach w spółce zależnej Emitenta - MLP POZNAŃ II Spółka z ograniczoną odpowiedzialnością z siedzibą w Pruszkowie.

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 29 listopada 2013 roku Emitent zawarł z ING Bankiem Śląskim S.A. z siedzibą w Katowicach („Bank”) aneks do umowy o ustanowienie zastawu rejestrowego na akcjach w spółce zależnej Emitenta – MLP Poznań II spółka z ograniczoną odpowiedzialnością z siedzibą w Pruszkowie („Umowa Zastawu”). Zmiana Umowy Zastawu nastąpiła w związku z udzieleniem przez Bank spółce zależnej Emitenta – MLP Poznań II spółka z ograniczoną odpowiedzialnością z siedzibą w Pruszkowie („Spółka Zależna”) nowych kredytów na podstawie umowy kredytu nr 11/0002, zawartej pomiędzy Spółką Zależną a Bankiem w dniu 8 sierpnia 2011 roku zmienionej aneksem nr 1 z dnia 31 sierpnia 2011 roku i aneksem nr 2 z dnia 29 listopada 2013 roku („Umowa Kredytu”).

(…) pełna treść Raportu nr 16/2013 można pobrać klikając w link po prawej stronie.

Report no. 14/2013 - 27.11.2013

Zawarcie przez spółkę zależną Emitenta umowy o ustanowienie zastawu rejestrowego i zastawów zwykłych na wierzytelnościach pieniężnych.

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 27 listopada 2013 roku spółka zależna Emitenta – MLP spółka z ograniczoną odpowiedzialnością z siedzibą w Pruszkowie zawarła z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”) umowę o ustanowienie zastawu rejestrowego i zastawów zwykłych na wierzytelnościach pieniężnych w spółce zależnej Emitenta – MLP spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna (spółki powstałej w wyniku przekształcenia spółki zależnej Emitenta MLP Tychy sp. z o.o.) z siedzibą w Pruszkowie („Umowa Zastawu”).

(…) pełna treść Raportu nr 14/2013 można pobrać klikając w link po prawej stronie.

Report no. 15/2013 - 27.11.2013

Zawarcie umowy o ustanowienie zastawu rejestrowego i zastawów finansowych na akcjach w spółce zależnej Emitenta - MLP spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna z siedzibą w Pruszkowie.

Details

Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 27 listopada 2013 roku Emitent zawarł z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”) umowę o ustanowienie zastawu rejestrowego i zastawów finansowych na akcjach w spółce zależnej Emitenta – MLP spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjną (wcześniej MLP Tychy sp z o.o.) z siedzibą w Pruszkowie („Umowa Zastawu”).

(…) pełna treść Raportu nr 15/2013 można pobrać klikając w link po prawej stronie.

Report no. 12/2013 - 14.11.2013

Wyznaczenie ostatniego dnia notowania praw do akcji zwykłych na okaziciela serii C spółki MLP Group S.A. Dopuszczenie oraz wprowadzenie do obrotu giełdowego na rynku podstawowym akcji zwykłych na okaziciela serii A, B, C spółki MLP Group S.A.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, iż Zarząd Giełdy Papierów Wartościowych w Warszawie S.A. postanowił:

1) na podstawie Uchwały nr 1303/2013 z dnia 14 listopada 2013 roku:

– wyznaczyć na 15 listopada 2013 roku dzień ostatniego notowania 3.018.876 (trzech milionów osiemnastu tysięcy ośmiuset siedemdziesięciu sześciu) praw do akcji zwykłych na okaziciela serii C spółki MLP Group S.A. o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda, oznaczonych przez Krajowy Depozyt Papierów Wartościowych S.A. kodem „PLMLPGR00025”.

(…) pełna treść Raportu nr 12/2013 można pobrać klikając w link po prawej stronie.

Report no. 13/2013 - 14.11.2013

Komunikat Działu Operacyjnego KDPW w sprawie rejestracji papierów wartościowych

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że w dniu 14 listopada 2013 roku otrzymał Komunikat Działu Operacyjnego Krajowego Depozytu Papierów Wartościowych S.A., w którym poinformowano, że zgodnie z uchwałą Zarządu KDPW S.A. nr 833/13 z dnia 6 listopada 2013 roku, w dniu 18 listopada 2013 roku w Krajowym Depozycie nastąpi rejestracja 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) akcji Spółki oznaczonych kodem ISIN „PLMLPGR00017”.

(…) pełna treść Raportu nr 13/2013 można pobrać klikając w link po prawej stronie.

Report no. 11/2013 - 07.11.2013

Zawarcie umowy o ustanowienie zastawu rejestrowego i zastawów finansowych na udziałach w spółce zależnej Emitenta - MLP Sp. z o.o. z siedzibą w Pruszkowie

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 7 listopada 2013 roku Emitent zawarł z Raiffeisen Bank Polska S.A. z siedzibą w Warszawie („Bank”) umowę o ustanowienie zastawu rejestrowego i zastawów finansowych na udziałach w spółce zależnej Emitenta – MLP Sp. z o.o. („Umowa Zastawu”). Umowa Zastawu została zawarta w celu zabezpieczenia spłaty wierzytelności Banku obejmujących wszystkie kwoty, w tym kapitał i odsetki, odsetki za opóźnienie, opłaty, prowizje, zobowiązania, koszty, wydatki i kwoty wynikające z umowy kredytu nr CRD/39165/13, zawartej pomiędzy spółką zależną Emitenta – MLP Tychy Sp. z o.o. z siedzibą w Pruszkowie a Bankiem w dniu 5 marca 2013 roku („Umowa Kredytu”). Zgodnie z Umową Zastawu Emitent ustanowił na rzecz Banku zastaw rejestrowy oraz zastawy finansowe na będących własnością Emitenta 50 udziałach w kapitale zakładowym spółki zależnej Emitenta – MLP Sp. z o.o. o wartości nominalnej 100 PLN każdy, o łącznej wartości nominalnej 5.000 PLN stanowiących 100% kapitału zakładowego oraz 100% głosów na zgromadzeniu wspólników spółki MLP Sp. z o.o. („Udziały”). Wartość ewidencyjna Udziałów w księgach rachunkowych Emitenta wynosi 5.000 PLN. Udziały stanowią długoterminową lokatę kapitałową Emitenta.

(…) pełna treść Raportu nr 11/2013 można pobrać klikając w link po prawej stronie.

Report no. 10/2013 - 06.11.2013

Rejestracja akcji serii C MLP Group S.A. w KDPW

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1. Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 6 listopada 2013 roku powziął wiadomość o Uchwale Krajowego Depozytu Papierów Wartościowych numer 833/13 z dnia 6 listopada 2013 roku w sprawie zarejestrowania 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) akcji zwykłych na okaziciela serii C, o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda, oraz nadania im kodu PLMLPGR00017. Rejestracja zostanie dokonana pod warunkiem podjęcia decyzji przez spółkę prowadzącą rynek regulowany o wprowadzeniu tych akcji do obrotu na tym samym rynku regulowanym, na którym wprowadzone zostały inne akcje tej spółki oznaczone kodem PLMLPGR00017, z zastrzeżeniem ust. 2.

(…) pełna treść Raportu nr 10/2013 można pobrać klikając w link po prawej stronie.

Report no. 9/2013 - 04.11.2013

Zmiana postanowienia o ogłoszeniu upadłości z możliwością zawarcia układu na postanowienie o ogłoszeniu upadłości obejmującej likwidację majątku spółki zależnej emitenta - MLP Bucharest Sud SRL.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Emitent”) informuje, że w dniu 1 listopada 2013 roku Emitent powziął wiadomość o wydaniu w dniu 8 października 2013 roku przez Sąd w Bukareszcie, Wydział VII Cywilny (Tribunal Bucuresti, Sectia a VII-a Civila) postanowienia w przedmiocie zmiany postanowienia z dnia 9 kwietnia 2013 r. o ogłoszeniu upadłości spółki zależnej Emitenta – MLP Bucharest Sud SRL z siedzibą w Bukareszcie z możliwością zawarcia układu na postanowienie o ogłoszeniu upadłości obejmującej likwidację majątku spółki MLP Bucharest Sud SRL.

Podstawą zmiany postanowienia było nieuzgodnienie przez wierzycieli planu restrukturyzacji spółki MLP Bucharest Sud SRL.

Likwidatorem spółki MLP Bucharest Sud SRL został EURO INSOL SPRL z siedzibą w Bukareszcie.

Podstawa prawna:

Art. 56 ust. 1 pkt 2 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz § 5 ust. 1 pkt 24 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

Report no. 8/2013 - 30.10.2013

Rejestracja podwyższenia kapitału zakładowego.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że w dniu 29 października 2013 roku Spółka powzięła wiadomość o wydaniu w dniu 29 października 2013 roku przez Sąd Rejonowy dla m. st. Warszawy w Warszawie, XIV Wydział Gospodarczy Krajowego Rejestru Sądowego postanowienia dotyczącego rejestracji podwyższenia kapitału zakładowego w drodze emisji 3.018.876 akcji serii C.

(…) pełna treść Raportu nr 8/2013 można pobrać klikając w link po prawej stronie.

Report no. 6/2013 - 28.10.2013

Zakończenie oferty publicznej akcji spółki MLP Group S.A.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) przekazuje do publicznej wiadomości informacje na temat zakończonej oferty publicznej 754.719 akcji zwykłych na okaziciela serii A o wartości nominalnej 0,25 zł każda oraz 3.018.876 akcji zwykłych na okaziciela serii C o wartości nominalnej 0,25 zł każda („Oferta”). Terminy pisane wielką literą, które nie zostały inaczej zdefiniowane w poniższym raporcie, mają znaczenie nadane im w prospekcie emisyjnym akcji Spółki zatwierdzonym przez Komisję Nadzoru Finansowego w dniu 7 października 2013 r.

(…) pełna treść Raportu nr 6/2013 można pobrać klikając w link po prawej stronie.

Report no. 7/2013 - 28.10.2013

Terminy publikacji raportów okresowych w roku obrotowym 2013 oraz oświadczenie o zamiarze stałego przekazywania skonsolidowanych raportów kwartalnych.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) przekazuje do publicznej wiadomości daty przekazywania raportów okresowych w roku obrotowym 2013 r.: • 14 listopada 2013 r. – Kwartalny skonsolidowany raport za III kwartał 2013 roku zawierający jednostkową kwartalną informację finansową.

(…) pełna treść Raportu nr 7/2013 można pobrać klikając w link po prawej stronie.

Report no. 5/2013 - 25.10.2013

Komunikat Działu Operacyjnego KDPW w sprawie rejestracji papierów wartościowych

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że w dniu dzisiejszym, tj. 25 października 2013 roku, otrzymał Komunikat Działu Operacyjnego Krajowego Depozytu Papierów Wartościowych S.A., w którym poinformowano, że zgodnie z uchwałą Zarządu KDPW nr 779/13 z dnia 21 października 2013 roku, w dniu 28 października 2013 roku w Krajowym Depozycie nastąpi rejestracja 15.094.379 (piętnaście milionów dziewięćdziesiąt cztery tysiące trzysta siedemdziesiąt dziewięć) akcji Spółki, oznaczonych kodem ISIN PLMLPGR00017.

Podstawa prawna:

Art. 56 ust. 1 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §34 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

Report no. 1/2013 - 25.10.2013

Przystąpienie do systemu ESPI

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że w dniu dzisiejszym, tj. 25 października 2013 roku, Spółka przystępuje do Elektronicznego Systemu Przekazywania Informacji („ESPI”) oraz rozpoczyna przekazywanie informacji za pomocą systemu ESPI.

Podstawa prawna:

Regulamin ESPI § 11 ust. 1

Report no. 2/2013 - 25.10.2013

Rejestracja PDA w KDPW

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że na podstawie Uchwały nr 782/13 Zarządu Krajowego Depozytu Papierów Wartościowych S.A. z dnia 23 października 2013 roku, w dniu dzisiejszym, tj. 25 października 2013 roku w Krajowym Depozycie Papierów Wartościowych nastąpiła rejestracja 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) praw do akcji zwykłych na okaziciela serii C Spółki o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda i oznaczenie ich kodem PLMLPGR00025.

Podstawa prawna:

Art. 56 ust. 1 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §34 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

Report no. 3/2013 - 25.10.2013

Dopuszczenie do obrotu akcji MLP Group S.A.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że Zarząd Giełdy Papierów Wartościowych w Warszawie S.A. na podstawie Uchwały nr 1248/2013 z dnia 24 października 2013 roku postanowił dopuścić do obrotu na rynku równoległym:

1) Następujące akcje zwykłe na okaziciela spółki MLP Group S.A. o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda:

a) 11.440.000 (jedenaście milionów czterysta czterdzieści tysięcy) akcji serii A,

b) 3.654.379 (trzy miliony sześćset pięćdziesiąt cztery tysiące trzysta siedemdziesiąt dziewięć) akcji serii B,

c) 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) akcji serii C.

2) 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) praw do akcji zwykłych na okaziciela serii C spółki MLP Group S.A. o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda.

Dopuszczenie do obrotu giełdowego akcji, o których mowa w pkt. 1) lit. c), następuje pod warunkiem zarejestrowania podwyższenia kapitału zakładowego Spółki w wyniku emisji akcji serii C. W związku z Uchwałą Zarządu Giełdy Papierów Wartościowych w Warszawie S.A. nr 1248/2013 z dnia 24 października 2013 roku Spółka w dniu dzisiejszym rozpoczyna wypełnianie obowiązków informacyjnych spoczywających na emitentach papierów wartościowych dopuszczonych do obrotu na rynku regulowanym.

Podstawa prawna:

Art. 56 ust. 1 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §34 ust. 1 pkt 2 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

Report no. 4/2013 - 25.10.2013

Wprowadzenie do obrotu giełdowego na Głównym Rynku GPW akcji serii A i B oraz praw do akcji serii C MLP Group S.A.

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Zarząd spółki MLP Group S.A. z siedzibą w Pruszkowie („Spółka”) informuje, że Zarząd Giełdy Papierów Wartościowych w Warszawie S.A. postanowił:

– na podstawie Uchwały nr 1250/2013 z dnia 25 października 2013 roku:

1) wprowadzić z dniem 28 października 2013 roku w trybie zwykłym do obrotu giełdowego na rynku równoległym następujące akcje zwykłe na okaziciela spółki MLP Group S.A. o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda, pod warunkiem dokonania przez Krajowy Depozyt Papierów Wartościowych S.A. najpóźniej w dniu 28 października 2013 roku rejestracji tych akcji i oznaczenia ich kodem PLMLPGR00017:

a) 11.440.000 (jedenaście milionów czterysta czterdzieści tysięcy) akcji serii A,

b) 3.654.379 (trzy miliony sześćset pięćdziesiąt cztery tysiące trzysta siedemdziesiąt dziewięć) akcji serii B,

2) notować akcje spółki MLP Group S.A., o których mowa w pkt. 1), w systemie notowań ciągłych pod skróconą nazwą „MLPGROUP” i oznaczeniem „MLG”.

– na podstawie Uchwały 1251/2013 z dnia 25 października 2013 roku:

1) wprowadzić z dniem 28 października 2013 roku w trybie zwykłym do obrotu giełdowego na rynku równoległym 3.018.876 (trzy miliony osiemnaście tysięcy osiemset siedemdziesiąt sześć) praw do akcji zwykłych na okaziciela serii C spółki MLP Group S.A. o wartości nominalnej 0,25 zł (dwadzieścia pięć groszy) każda, oznaczonych przez Krajowy Depozyt Papierów Wartościowych S.A. kodem „PLMLPGR00025”,

2) notować prawa do akcji spółki MLP Group S.A., o których mowa w pkt 1), w systemie notowań ciągłych pod skróconą nazwą „MLPGROUP-PDA” i oznaczeniem „MLGA”.

Dzień 28 października 2013 roku będzie pierwszym dniem notowań wyżej wymienionych papierów wartościowych w obrocie na rynku równoległym.

Podstawa prawna:

Art. 56 ust. 1 ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz §34 ust. 1 pkt 3 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.

Periodic Reports - 16.11.2023

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2023

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MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2023

Periodic Reports - 23.08.2023

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2023

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Periodic Reports - 18.05.2023

MLP Group S.A. Group – Consolidated quarterly report for the three months ended 31 march 2023

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MLP Group S.A. Group – Consolidated quarterly report for the three months ended 31 march 2023

Periodic Reports - 16.11.2022

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2022

Periodic Reports - 23.08.2022

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2022

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MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2022

Periodic Reports - 23.05.2022

MLP Group S.A. Group – consolidated Quarterly Report for the three months ended March 31st 2022

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Consolidated Quarterly Report for Q1 2022

Periodic Reports - 16.03.2022

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2021

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Periodic Reports - 16.03.2022

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2021

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Periodic Reports - 25.11.2021

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2021

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Consolidated Quarterly Report for the Period of 9 months ended 30 September 2021

Periodic Reports - 25.08.2021

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2021

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MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2021

Periodic Reports - 30.05.2021

MLP Group S.A. Group – consolidated Quarterly Report for the three months ended March 31st 2021

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Consolidated Quarterly Report for the three months ended March 31st 2021

Periodic Reports - 17.03.2021

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2020

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Periodic Reports - 17.03.2021

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2020

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Periodic Reports - 27.11.2020

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2020

Periodic Reports - 25.08.2020

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2020

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Periodic Reports - 25.05.2020

MLP Group S.A. Group – consolidated Quarterly Report for the three months ended March 31st 2020

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Periodic Reports - 17.03.2020

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2019

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Periodic Reports - 17.03.2020

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2019

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Periodic Reports - 15.11.2019

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2019

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Periodic Reports - 23.08.2019

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2019

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Periodic Reports - 22.05.2019

MLP Group S.A. Group – consolidated Quarterly Report for the three months ended march 31st 2019

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Periodic Reports - 15.03.2019

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2018

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Periodic Reports - 15.03.2019

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2018

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Periodic Reports - 14.11.2018

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2018

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Periodic Reports - 22.08.2018

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2018

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Periodic Reports - 14.05.2018

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 3 months ended 31 March 2018

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Periodic Reports - 14.03.2018

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2017

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Periodic Reports - 14.03.2018

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2017

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Periodic Reports - 13.11.2017

Grupa Kapitałowa MLP Group S.A. – Skonsolidowany Raport Kwartalny za okres 9 miesięcy zakończony 30 września 2017 roku

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Sorry, this entry is only available in Polish.

Periodic Reports - 22.08.2017

MLP Group S.A. Capital Group – Consolidated Half-Year Report for the 6 month period ended 30 June 2017

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Periodic Reports - 19.05.2017

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 3 months ended 31 March 2017

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Periodic Reports - 14.03.2017

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2016

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Periodic Reports - 14.03.2017

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2016

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Periodic Reports - 10.11.2016

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2016

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Periodic Reports - 22.08.2016

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 6 months ended 30 June 2016

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Periodic Reports - 13.05.2016

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 3 months ended 31 March 2016

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Periodic Reports - 14.03.2016

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2015

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Periodic Reports - 14.03.2016

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2015

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Periodic Reports - 12.11.2015

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2015

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Periodic Reports - 21.08.2015

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 6 months ended 30 June 2015

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Periodic Reports - 13.05.2015

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 3 months ended 31 March 2015

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Periodic Reports - 13.03.2015

Grupa Kapitałowa MLP Group S.A. – Korekta skonsolidowanego raportu rocznego za rok kończący się 31 grudnia 2014 roku

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Periodic Reports - 12.03.2015

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2014

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Periodic Reports - 12.03.2015

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2014

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Periodic Reports - 07.11.2014

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 9 months ended 30 September 2014

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Periodic Reports - 21.08.2014

Consolidated Quarterly Report for the Period of 6 months ended 30 June 2014

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Periodic Reports - 15.05.2014

MLP Group S.A. Capital Group – Consolidated Quarterly Report for the Period of 3 months ended 31 March 2014

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Periodic Reports - 12.03.2014

MLP Group S.A. Capital Group – Consolidated Annual Report for the year ended 31 December 2013

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Periodic Reports - 12.03.2014

MLP Group S.A. – Separate Annual Report for the year ended 31 December 2013

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Periodic Reports - 14.11.2013

Grupa Kapitałowa MLP Group S.A. – Skonsolidowany raport półroczny za okres 9 miesięcy zakończony 30 września 2013 roku

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