Kategorie


GPW Warsaw Stock Group


Public Offer Of Shares

In September, 1997 the shareholders of ZUK ELZAB S.A. decided to make the company public and enter the Warsaw Stock Exchange in Warsaw. The Extraordinary Shareholders Meeting passed a resolution on increasing the share capital up to the amount PLN 17 217 600 through the issue of 306 000 C series shares of nominal value PLN 13,60. Simultaneously, 810 000 ordinary bearer A series shares and 150 000 prescribed privileged B shares were decided to be offered in public trade.
On 18th December, 1997 the Commission of Securities and Stock Exchange admitted to public trade: - 810 000 A series ordinary bearer shares, - 150 000 prescribed B series shares privileged in vote (5 : 1) - and 306 000 C series ordinary shares that the Company offered within public subscription.
The public offer took place in February, 1998. The issue was divided into three tranches. The tranche of big investors included 200 thousand shares, the tranche of small investors - 100 thousand and the managerial tranche – 6 thousand securities. The Management Board of ZUK ELZAB S.A. fixed the issue price as PLN 72, i.e. by PLN 2 above the minimum price. The issue was guaranteed by the following consortium: Polski Bank Rozwoju, Centrum Operacji Kapitałowych Banku Handlowego, PKO BP, Bank Staropolski and Bank Energetyki.
In June, 2004 Public Subscription of D Series shares took place where 362 159 shares were allocated at issue price PLN 15,30. Almost 100% shares of the new issue were taken over by MWCR S.p.A.
Number of shares, divided into series issued (as of 15.10.2008)
Share series Number of shares Type of shares Type of privilege Issue price Registration date Right to participate in dividend
A 8 100 000 ordinary none 1,50 01.12.1992 01.01.1997
B 392 540 privileged in vote 1:5 1,36 17.09.1997 17.09.1997
B 1 107 460 ordinary none 1,36 17.09.1997 17.09.1997
C 2 915 460 ordinary none 7,20 11.03.1998 01.01.1997
D 3 621 590 ordinary none 1,53 22.09.2004 01.01.2004
The nominal value of one share is PLN 1,36


Share operation history

First listing

13.05.1998 r.


Share division (split)

Legal foundation: Resolution No 1 of Extraordinary General Meeting of ZUK ELZAB SA dated 7th January, 2008. Replacement of 1 share of nominal value PLN 13,60 into 10 shares of value PLN 1,36 (split 1:10) Share division date: 30th April, 2008. (Resolution No 237/08 of KDPW Management Board dated 23.04.2008)


Dividend

Payment of dividend on profit: for 1998 for 2002 for 2004 for 2005 for 2006 for 2014 for 2015
Legal foundation: GM resolution No 2 of day 31.05.1999 No 2 of day 10.06.2003 No 2 of day 21.06.2005 No 2&3 of day 18.05.2006 No 2 of day 29.05.2007 No 8 of day 30.06.2015 No 8 of day 30.06.2016
Date of entitlement to dividend 18.06.1999 30.06.2003 05.07.2005 02.06.2006 20.07.2007 07.07.2015 07.09.2016
Date of dividend payment 05.07.1999 15.07.2003 20.07.2005 20.06.2006 10.08.2007 23.07.2015 21.09.2016
Dividend per 1 share*) 2,50 1,69 2,65 3,45 2,45 0,89 0,52
Price of 1 share on date of obtaining entitlement to dividend*) 29,20 10,95 15,95 27,80 56,95 15,90 13,96
Dividend per 1 share / price of 1 share on date of obtaining entitlement to dividend 8,56% 15,43% 16,61% 12,41% 4,30% 5,60% 3,72%
*) before split

Calls

On 11.06.2002 MWCR S.p.A. In Milan announced call to subscribe for sale of 916 363 ordinary bearer shares.

Subscription for sale of shares: 18.06.2002 – 17.07.2002

The result of call for sale of shares: within the call MWCR Sp. z o.o. acquired 243 779 Company shares and as a result of the call, MWCR S.p.A. obtained directly 51,68% votes at the Company GM.

Further issues of shares

A series shares – – taken over by State Treasury upon transformation of State Enterprise ZUK MERA-ELZAB in Zabrze, into a sole trader of the State Treasury: ZUK ELZAB S.A.

Foundation of issue: Deed of transformation of State Enterprise into a Joint Stock Company. The Company equity was covered by the establishment fund and the fund of ZUK MERA-ELZAB enterprise with registered office in Zabrze.

810 000 A series shares (before split) were established as ordinary bearer shares of nominal value PLN 15.00.
As a result of reduction of the share capital and transfer of its part onto the reserve capital in order to cover the loss, the nominal value of series A was reduced to PLN 13,60.
Subscription right: was not applied.

B series shares
Legal foundation: Resolution No 1 of Extraordinary GM of 31.07.1997 in virtue whereof the share capital was increased by PLN 2 040 000 through the issue of 150 000 prescribed privileged shares of nominal value PLN 13,60. The issue price was established on the level of the nominal value.
The issue was directed to the existing Company shareholders and its employees.
Subscription right: excluded

C series shares
Legal foundation: Resolution No 1 of Extraordinary GM of 25.09.1997 in virtue whereof the share capital was increased to PLN 17 217 600 through issue of 306 000 C series ordinary shares of nominal value PLN 13,60.
The issue price was PLN 72,00.
The shares were offered in Public Subscription.
Subscription right: excluded

D series shares
Legal foundation: Resolution No 1 of Extraordinary GM of 07.05.2004 in virtue whereof the share capital was to be increased up to the amount not exceeding PLN 27 430 207,20 through the issue of no more than 750 927 D series ordinary shares of nominal value PLN 13,60.
The issue price of shares was PLN 15,30.
The shares were offered in Public Subscription.
Subscription right: excluded

Finally the share capital was increased by PLN 4 925 362,40, which corresponded to taking over 362 159 D series shares.

Company own shares buyout

  1. On 28.01.1999 the Extraordinary GM of ELZAB S.A. passed Resolution No 1 in virtue whereof part of the reserve capital from the profit for 1997 in the amount between PLN 1 to 2 mio was designated for the buyout of the Company own shares for redemption.

    In total 14 454 shares were bought. According to Resolution No 9 of ELZAB SA EGM of 08.06.2000, the shares were redeemed. On 17.08.2000 the Court of First Instance in Katowice registered the changes of the share capital resulting from the share redemption.
  2. In 2008 ELZAB S.A., pursuant to Resolution 4 of EGM dated 07.01.2008 on buyout of the company own shares for redemption, started the buyout of its own shares on 31.01.2008. On 29.07.2008, the Management Board passed Resolution No 31/2008 in virtue whereof, in relation to the text of Resolution No 26 of AGM dated 2nd July 2008 on amendment of resolution No 4 dated 7th January, 2008 on the buyout of the Company own shares for redemption, decided to finish the buyout of its own shares for redemption on 31st July, 2008.

    ”The Program of buying out the company own shares by ELZAB S.A. for redemption” was completed on 31st July, 2008. as approved by the Management Board resolution No 6/2008, amended by the Management Board resolution No 29/2008 of 2nd July, 2008. In total, ELZAB S.A. bought out 405 662 own shares for redemption, representing 2,514 % of the share capital and entitling to 405 662 votes (2,291 %) at the GM. The average price of the shares bought was PLN 4,913.
    The shares have not been redeemed yet.
  3. According to Resolution No 2 of ELZAB S.A. EGM of 29.04.2009 on giving the consent for buyout of the Company’s own shares, under art. 362 par. 1 section 8 of Commercial Companies Code, on 30.06.2009 ELZAB S.A. Management Board adopted resolution on acceptance of „Program of Buyout of the Company’s own shares in "ELZAB” S.A. with registered office in Zabrze, ul. Kruczkowskiego 39 for resale or other purpose related to the Company strategy performance”.
    The buyout of the company’s own shares was completed on 15th December, 2009.
    As part of the Program performance, the Company bought 104 610 own shares for the total amount PLN 252 134,40. The average price of shares bought was PLN 2,41 per share. The shares bought represent 0,65% of share capital and 0,59% votes at the GM.
    There was no decision about resale or other using bought shares for purpose related to the Company strategy performance.

Conversions of prescribed privileged shares into ordinary bearer shares and split of privileged shares

Item Number of converted shares Number of privileged shares upon conversion Conversion date Assimilation and including in stock exchange date
Number of prescribed privileged shares before conversions: 150 000
1 75 149 925 03.09.2007 14.09.2008
2 105 619 44 306 05.11.2007 22.11.2008
3 75 44 231 01.02.2008 19.02.2008
  split of shares 1:10 442 310 30.04.2008  
4 49 770 392 540 01.07.2008 28.07.2008
5 356 070 36 470 06.04.2011 23.05.2011