ANNOUNCEMENT
28.09.2020
based on Art. 89r (1) and (2) of the Public Offering of Securities Act
FOR THE PUBLIC OFFERING OF SHARES OF ALLTERCO JSCo
Allterco JSCo, a joint-stock company, incorporated and doing business in accordance with the Bulgarian Law, with seat and registered office: Republic of Bulgaria, 1407 Sofia city, 103 Cherni Vrah Blvd., registered with the Commercial Register kept by the Registry Agency under Unified Identification Code (UIC): 201047670, referred thereto hereinafter as the Company or the Issuer, based on Art. 89r (1) and (2) of the Public Offering of Securities Act (POSA), informs its investors herewith about the terms, conditions and procedures for the performance of the initial public offering of 3,000,000 (three million) new ordinary, registered dematerialized voting shares, each of a par value of BGN 1 (one) and issue price of BGN 3.00 (three), with which the capital of Allterco JSCo to be increase.
The offered shares are issued based on resolutions of the Board of Directors dated от 20.12.2019 г. и от 24.01.2020 г. in accordance with Art. 7 (9) of the Company’s Articles of Association.
The Prospectus for initial public offering of shares from the current emission, together with the supplements thereto as well as their consolidated version, are confirmed by the Financial Supervision Commission by Decision № 148-E dated 18.02.2020, Decision № 405-Е dated 11.06.2020 and Decision № 601-Е dated 13.08.2020.
SUBJECT OF THE PUBLIC OFFERING
Subject of the public offering – 3,000,000 (three million) new ordinary, registered, dematerialized, freely transferable, voting shares, each of a par value of BGN 1 (one) and issue price of BGN 3.00 (three), with ISIN code BG1100003166, which share will be issued as a result of the capital increase of Allterco JSCo
The Offering will be considered successful, if at least 1,000,000 (one million) shares (the minimum size of the issue) are subscribed and paid. The capital will be increased by the subscribed shares, if the minimum size of the issue is subscribed. In the event that by the end date of the subscription, shares up to the minimum amount of 1,000,000 (one million) of the offered shares are not subscribed, the subscription shall be considered unsuccessful. The sums raised shall be returned to the persons who have subscribed shares within a period of up to one month as of the notice, including the interest accrued by the bank, if any.
Rights issue. Proportion between issued rights and new shares. Minimum and maximum number of shares, which can be subscribed towards the issued rights.
Rights issue – When issuing shares from the capital increase of a public company pursuant to Article 112 (2) of POSA, rights will be issued within the meaning of § 1, item 3 of the Supplementary Provisions of POSA
Proportion right/share: 5/1 – 1 (one) right shall be issued against 1 (one) share held by the shareholders in the Company, accordingly, in the framework of this offering of 3,000,000 (three million) new shares, 15,000,000 (fifteen million) rights shall be issued, whereby against each 5 (five) rights, the shareholders or the third parties who acquire rights in the period for transfer of rights or at the organized public auction for rights not exercised within the period of transfer, shall be entitled to subscribe for 1 (one) share from this issue, at an issue price of BGN 3.00 (three).
Each rights holder may subscribe at least 1 (one) share from the current issue (provided that they hold at least 5 rights) and maximum such a number of new shares, equal to the number of rights held by them, divided by five.
The maximum number of shares that each rights holder can subscribe is equal to the rights acquired and/or held by him, divided by 5.
Right to participate in the capital increase according to art. 112b, (2) of POSA, have the persons who have acquired shares no later than 5 (five) business days after the date of publication of this announcement. The Central Depository AD will open accounts for rights of the persons determined on the basis of the data in the book of shareholders of the Company kept by it. After the issuance of the rights, any person can acquire rights during the period of their transfer / trading and during the public auction.
TERMS AND CONDITIONS OF THE OFFERING
Start of the public offering – the publication date of this notice of public offering under Article 89r (1) of POSA, published in the information agency www.x3news.com, on the Issuer’s website (http://www.allterco.com) and on the website of the authorized investment intermediary Karoll AD (https://karollbroker.bg).
Issuing of rights, start and end date, terms and conditions for transfer/acquisition of rights
Start date for transfer of rights and subscription of shares – the third business day following the expiration of 5 business days as of the initial date of the public offering (publishing of this notice of public offering in the information agency www.x3news.com, on the Issuer’s website (http://www.allterco.com) and on the website of the authorized investment intermediary Karoll AD (https://karollbroker.bg).
The end date for transfer of rights – 14 days as of the initial date for transfer of rights. For the avoidance of doubt, the so specified time limit includes the start date for the transfer of rights. If the period expires on a non-business day, the next business day shall be considered the end date for transfer of the rights. Pursuant to the General Rules of Bulgarian Stock Exchange AD (“BSB”), the final date for trading of rights on the stock exchange shall be two business days before the end date for transfer of the rights.
The transfer of rights shall take place on the regulated market organized by BSE, main market, subscription rights segment.
Terms and conditions for the transferring of rights
All persons wishing to subscribe shares from the new issue of Allterco JSCo shall first acquire rights. Current shareholders (shareholders who acquired shares latest 5 business days after the date of publishing of this notice of public offering) shall acquire the rights free of charge. All other investors may purchase the rights through a transaction on the main market, subscription rights segment, organized by the BSE, within the period for transfer of the rights or at the public auction organized by BSE for rights unexercised within the period for their transfer, after expiration of the period for transfer of the rights. If the Company shareholders wish to subscribe for more shares in addition to the shares, for which rights have been distributed to them free of charge, they may purchase the rights within the period for transfer of the rights or at the organized public auction for unexercised rights after expiration of the period for transfer of rights.
In the event that a rights holder does not wish to subscribe shares from this offering against all or part of the rights held by them, they may offer the unused rights for sale within the period for their transfer, whereas rights that have not been exercised within the period for their transfer shall be offered subsequently at a public auction
Any person may offer rights held by them for sale, accordingly, they may purchase rights by making a request for sale to a relevant investment intermediary to submit the respective order and to execute a transaction on the subscription rights segment. Pursuant to the General Rules of Bulgarian Stock Exchange AD, the final date for trading of rights on the stock exchange shall be two business days before the end date for transfer of the rights. The provisions of the Rules of Procedure of Central Depository AD shall apply in case of acquisition of rights by other means.
Auction
On the second business day after expiration of the period for transfer of rights, the Company shall offer for sale on a regulated market in a public auction all rights unexercised in the period for their transfer through the authorized investment intermediary Karoll AD.
Subscription of shares – start and end date, terms and conditions for subscription
Start date for subscription of shares – the same date as the date, as of which the period for the transfer of rights starts – the third business day after the expiration of 5 business calendar days as of the initial date of the public offering.
End date for subscription of shares – 7 business days as of expiration of the period for transfer of the rights.
The periods for transfer of rights and subscription of shares may be extended once by the Company for up to 60 days, by inserting the relevant amendments in the Prospectus and notifying the FSC. Pursuant to Article 89k (2) of POSA, the Company shall immediately notify the FSC, shall apply for announcement in the Commercial Register and publish a notice for extension of the period for subscription on www.x3news.com and on the websites of the Issuer and of the investment intermediary.
Terms and conditions for subscription of shares
Shareholders wishing to exercise rights issued in their favour, accordingly persons who have purchased rights within the period for their transfer, may make a request to subscribe shares before the expiration of the period set for transfer of the rights.
Rights unexercised within this period shall be offered for sale at a public action after expiration of the period for transfer of the rights, accordingly, persons not wishing to exercise the rights held by them, may sell them within the period for their transfer or their rights will subsequently be offered at a public auction. Any person who has purchased rights at the auction may exercise them by making a request to subscribe shares, up to the expiration of the period set for subscription of shares.
In the event that not all offered rights are sold at the auction held, pursuant to the Rules of Procedure of Central Depository AD, unsold rights shall be distributed to accounts of their holders in accordance with an algorithm described in instructions published on the website of Central Depository AD, whereas their holders should bear in mind that they cannot exercise their reassigned rights by subscribing from the offered shares.
Locations for subscription of the new shares – through the authorized investment intermediary Karoll AD, every business day from 09.00 to 17.00 h. at the following addresses:
Sofia 1 Zlatovrah Street, phone +359 2 400 8 200
Sofia 57 Hristo Botev Blvd., phone +359 2 400 8 200
Burgas 75 Slavyanska Street, floor 1, office 2, phone +359 895 559 237
Varna 20 Preslav Street, phone +359 52 617 919
The investors can also turn to any investment intermediary, member of the Bulgarian Stock Exchange.
It shall not be allowed to subscribe shares before the start and end date of the period for subscription of shares.
Subscription of new shares shall be carried out by making applications in writing to the investment intermediaries – members of Central Depository AD, with whom client accounts are kept for the rights held by the applicants (in case of registration of rights in a personal account, they should be transferred to the investment intermediary before being exercised). The Issuer shall apply for the issuing of certification documents through the investment intermediary Karoll AD for rights, registered in personal accounts. Certification documents shall be provided to their holders through Karoll AD. Each holder of rights registered in a personal account, may receive a certification document personally, by presenting a valid identity document or through a proxy explicitly authorized by a notary certified power of attorney
in the office of Karoll AD at Sofia city, 57 Hristo Botev Blvd. before expiration of the period for transfer of rights. Investment intermediaries, with whom applications for subscription of new shares have been filed, must immediately inform the authorized investment intermediary Karoll AD of the incoming orders, whereas the relevant intermediary must send the order signed by the investor, scanned and signed with a qualified digital signature, to the following address: backoffice@karoll.bg accompanied by a declaration in writing that (i) it has established the identity of the investor subscribing shares and of their representative/proxy (if applicable), as well as the validity and authenticity of the identity documents presented by the latter and (ii) the client has certified that it will fulfil its obligation to pay the full issue price of the subscribed shares. The originals of the order and the statement should be sent to Karoll AD to the address of the headquarters – city of Sofia, 1 Zlatovrah Street, before expiration of the period for subscription of shares. The application shall be made in a standard form and shall contain the normative requisites, including:
• Full name and unique client number of the investor and of his proxy at the investment intermediary, if such numbers have not been assigned – full name according to the identity document, the Personal Number (other personal identification number), residence and address, accordingly company name, UIC (BULSTAT, other identification code, register of entry), seat and registered office of the investor and of their representative or proxy;
• issuer (Allterco JSCo) and ISIN (BG1100003166) of the shares;
• number of exercised rights;
• number of subscribed shares that are the subject of the application;
• bank account of the investor (for refund of the paid amounts in case of unsuccessful completion of the subscription): IBAN, BIC code, bank;
• date, time and place of submission of the application;
• signature of the person submitting the application, of their legal representative or proxy.
The applicants shall enclose the following identification documents with the application:
Natural persons
If the share investor is a natural person, the application shall be submitted in person or through a proxy, authorized under an explicit notarized power of attorney. When filing the application, the following documents must be presented, in addition to the other documents required pursuant to the applicable legislation on measures against money laundering:
• Copy of the identity document of the relevant investor, certified with a “True Copy” stamp, date and signature;
• Original copy of a notarized explicit power of attorney and a copy of the identity document of the proxy (if the application is submitted via proxy) certified with a “True Copy” stamp, date and signature;
Legal entities
If the equity investor is a legal entity, the application shall be submitted personally by the person/persons representing the respective investor by law or through its proxy, authorized by an explicit notarized power of attorney. When filing the application, the following documents must be presented, in addition to the other documents required pursuant to the applicable legislation on measures against money laundering:
• Copy of the identification document of the person filing the application, certified with a “True Copy” stamp, date and signature
• Foreign legal entities – the investors must present a current certificate of good standing and a copy of the registration document in the relevant foreign language, accompanied by an official translation of the text of the registration document, containing as a minimum the following information: full name of the legal entity, date of issue, state of registration, address, name of the persons who are duly authorized to represent this legal entity;
• Original copy of a notarized explicit power of attorney and a copy of the identity document of the proxy (if the application is submitted via proxy) certified with a “True Copy” stamp, date and signature;
The relevant documents, declarations and etc., required pursuant to the applicable normative instruments regulating the activities of investment intermediaries, implementation of anti-money laundering measures and so on, shall be signed and enclosed with the application. The subscribed shares shall be paid latest by the end date of the period for share subscription, to the Issuer‘s bank account indicated in this notice of public offering.
Subscription of shares shall be considered valid only if made by a rights holder, up to the maximum possible number of shares (the number of rights held, divided by 5) and if the entire issue price of the subscribed shares has been paid within the period and in accordance with the terms and conditions specified below. In case of partial payment of the issue price, the number of shares, for which it was paid in full, shall be considered subscribed.
MINIMUM AND MAXIMUM SUBSCRIPTION AMOUNT
Any person may subscribe at least one share and maximum the number of shares that is equal to the number of rights held, divided by 5.
The increase of Company capital with rights under Article 112 (2) of POSA shall exclude the possibility for subscribing more than the offered shares and for competition between the applications, accordingly the maximum size of a subscription shall be 3,000,000 shares.
METHODS AND TIME LIMITS FOR PAYMENT AND DELIVERY OF THE SECURITIES
Payment of the issue price of the subscribed shares shall be made to a special escrow account, opened in the name of Allterco JSCo
Trade bank: Raiffeisen Bank (Bulgaria) AD
IBAN: BG35RZBB91555034701313
The escrow account must be credited with the contribution against the subscribed shares latest by the end of the last day for subscription of shares. The proof of payment shall be the payment order or the deposit slip. The payment order or the deposit slip must contain the name of the individual/company name, its Personal Number/UIC (for Bulgarian entities), accordingly relevant identification details of foreign investors, the reasons for the payment – subscription of shares from the capital increase of Allterco JSCo, as well as the number of shares, for which subscription has been requested
The funds raised in the special account cannot be used prior to the completion of the subscription and recording of the capital increase in the commercial register.
If by the expiration of the end date for the subscription at least 1,000,000 (one million) shares, subject of this offering, are subscribed and paid, the Offering shall be considered successful and the Issuer shall undertake the relevant steps to record the capital increase in the commercial register and to register the new share issue at Central Depository AD. The new shares shall be issued upon registration of the share issue from the capital increase at Central Depository AD, which shall register the respective number of shares to accounts (new or existing) of the persons who have subscribed the shares of the capital increase. The investors may request documents certifying the shares acquired by them, which shall be issued by Central Depository AD through the relevant investment intermediary based on a request of the shareholder and pursuant to the Rules of Procedure of Central Depository AD.
ANNOUNCING THE RESULTS OF THE OFFERING
Within a period of three business days after completion of the share offering, Allterco JSCo shall send a notification to FSC concerning the results of the offering and shall publish the relevant information in www.x3news.com information agency and on the websites of the Issuer (www.allterco.com) and the authorized investment intermediary Karoll AD (https://karollbroker.bg).
Time, place and way to get acquainted with the Prospectus
The prospectus for public offering of shares of Alterco JSCo from this issue is also published on the following websites: the Issuer’s website at https://allterco.com/en/IPO_2020_PROSPEKT; the website of the authorized investment intermediary Karoll AD at https://karollbroker.bg/bg/cap-increase-allterco. Investors can receive a free copy of the Prospectus, together with the supplements to it at the following addresses: in the office of Alterco AD – Sofia, 103 Cherni Vrah Blvd., every working day from 10:00 to 16:00; as well as every working day from 9:00 to 17:00, in the offices of Karoll AD, at the following addresses:
Sofia 1 Zlatovrah Street
Sofia 57 Hristo Botev Blvd.
Burgas 75 Slavyanska Street, floor 1, office 2
Varna 20 Preslav Street
Expected Timetable of the Offering
The expected timetable of the Offering shall be as follows:
