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Med Life S.A. - M

BoD Resolution 11 October 2017

Release Date: 10/11/2017 6:30:08 PM

IRIS Code: 4EC6D

No. 15/11 October 2017

CURRENT REPORT

Current report drafted according to the stipulations of Rule no. 1/2006 and Law no. 24/2017

 

Report Date: 11 October 2017

Name of the issuing company: MED LIFE S.A.

Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania

Fax number : 0374 180 470

Unique Registration Code at the National Office of Trade Registry: 8422035

Order number on the Trade Registry: J40/3709/1996

Subscribed and paid-in share capital: 5,023,000 RON

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

 

Significant events to report :

Decision of the Board of Directors of MED LIFE S.A.

In compliance with the provisions of Law no. 31/1990 on trading companies, Law no. 24/2017 regarding the capital market, of Regulation no. 1 of the Romanian National Securities Commission on issuers and operations with securities, MED LIFE S.A. informs the investors in regards to :

 

the Decision of the Board of Directors of MED LIFE S.A.

from  October 11, 2017

 

The decision is attached to the present current report.

 

 

 

 

_________________

Mihail Marcu

Chief Executive Officer


 

Decision of the Board of Directors of MED LIFE S.A.

no. 1 dated 11.10.2017

 

The Board of Directors of MED LIFE S.A. , a joint stock company, managed under a one-tier system, incorporated and operating in accordance with Romanian laws, having its registered office in Romania, Bucharest, 365 Calea Grivitei street, District 1, registered with the Trade Registry Office attached to the Bucharest Tribunal under number J40/3709/1996, fiscal identification code 8422035 (hereinafter the "Company" or "Med Life"), legally and statutorily convened, in accordance with art. 145 from Law no. 31/1990 on companies as republished and subsequently amended (the "Companies Law") and with art. 16.1 from the Company's Articles of Association (the "Meeting")

Legally and statutorily met, in accordance with art. 16.5 from the Company's Articles of Association, today 11.10.2017, 15:00 hours, at its first convening, at the Company's registered office located in Romania, Bucharest, 365 Calea Grivitei street, District 1 with the observance of the convening formalities set out in the Company's Articles of Association and the Companies' Law

With the attendance of all seven members of the Board of Directors of the Company, respectively:

(i)         Mr. Mihail Marcu;

(ii)       Mrs. Ana Maria Mihaescu;

(iii)     Mr. Dorin Preda;

(iv)      Mr. Nicolae Marcu;

(v)        Mr. Marius Leonard Gherghina;

(vi)      Mr. Ion Nicolae Scorei;

(vii)    Mr. Dimitrie Pelinescu-Onciul,

Whereas:

1.      The resolution of the general shareholders' meeting no.1 of 13.09.2017 published in the Romanian Official Gazette no. 3394 of 19.09.2017 (the "EGSM Resolution") by which

1.1.            The Board of Directors of the Company was authorized to increase the share capital of the Company by cash contribution, with a maximum amount of 650,000 RON, through one or more issuances of new shares, provided that the total number of new shares does not exceed 2,600,000 shares, respectively from the current value of 5,023,000 RON, up to the share capitals’ maximum amount of 5,673,000 RON, for a period of 3 years from the date of the EGSM Resolution,

1.2.            The Board of Directors has been delegated to fulfil all duties with respect to the share capital increase decision and the implementation of the share capital increase as per 1.1. above.

2.      Art. 9.5 from the Company's Articles of Association,

3.      Art. 2201 of Companies Law, art. 85 of Law no. 24/2017 on issuers of financial instruments and market operations, art. 130 and art. 1312 of NSC Regulation no. 1/2006 regarding issuers of and operations with securities,

 

Approves by unanimity for,

1.      The share capital increase of the Company by cash contribution paid up in RON, with the maximum amount of 650,000 RON, from its current value of 5,023,000 RON, up to the maximum amount of 5,673,000 RON, under the following terms and conditions (the "Share Capital Increase"):

1.1.   The Share Capital Increase  is achieved by the issuance of maximum 2,600,000 new, nominative, ordinary, dematerialized shares, each having a nominal value of 0.25 RON/share.

1.2.   The Share Capital Increase is structured as follows:

(a)         offering the newly issued shares, within their pre-emption right, for subscription to the shareholders registered in the shareholders registry of the Company at the record date, 27.10.2017, set in connection with the Share Capital Increase;

(b)        the newly issued shares remaining unsubscribed following the exercise of the pre-emption rights will be offered for subscription within a private placement, which is a public offering excepted from the obligation to issue and publish a prospectus, in accordance with art. 16 para. (3) let. (a) of Law 24/2017 and art. 15 para. (1) of NSC Regulation 1/2006 (the "Private Placement");

(c)         if the new shares are not fully subscribed within the Private Placement, the Board of Directors shall cancel the respective shares remaining unsubscribed by the decision of the Board of Directors by which the actual results of the share capital increase are acknowledged and by which the amendment of the Article of Association is approved, and therefore the actual value of the Share Capital Increase shall be determined by reference to the new shares actually subscribed within the stages mentioned at letters (a) and (b) set out above.

1.3.   The issuance price for a newly issued share, by the persons registered at the record date in shareholders' registry of Med Life, within the exercise of the pre-emption right shall be determined as follows:

(a)         The prospectus prepared for the rights issue affiliated with the Share Capital Increase will include the maximum price at which the shareholders registered in the shareholders's registry of Med Life as at the record date are entitled to exercise the preemption right ("Maximum Price").

(b)        The final issuance price for a newly issued share subscribed within the exercise of the pre-emption right will be announced at the expiry of the period for exercising the pre-emption right (the "Final Price").

(c)         The Final Price shall be lower than or equal to the Maximum Price. If the Final Price will be lower than the Maximum Price, the shareholders which subscribed within the exercise of the pre-emption right will be reimbursed with the amounts representing the difference between the Maximum Price and the Final Price in accordance with the provisions of the prospectus.

1.4.   The issuance price for the newly issued shares remaining unsubscribed within the exercise of the pre-emption right and which will be offered for sale within the Private Placement shall be determined following a book building process carried out within the Private Placement and shall be approved by the Board of Directors before the effective placement. The issuance price for the newly issued shares remained unsubscribed within the period for exercising the pre-emption right and which will be offered within the Private Placement will be, in accordance with the applicable legal provisions, higher than the subscription price for the shares subscribed by the holders of pre-emption rights.

1.5.   The number of pre-emption rights is of 20,092,000 pre-emption rights. Each shareholder registered in the shareholders' registry at the record date set for the Share Capital Increase will be allotted with a number of pre-emption rights equal to the number of shares held at the respective record date.

1.6.   For subscribing one newly issued share within the pre-emption right, a number of 7.72769 pre-emption rights is required. A shareholder of the Company can acquire a maximum number of newly issued shares calculated by dividing the number of shares held by the respective shareholder at the record date set for the Share Capital Increase, by the number of pre-emption rights needed to subscribe one newly issued share (7.72769). Following the mathematical calculation, if the resulting number includes fractions of new shares that may be subscribed within the pre-emption right, then the maximum number of shares which can be subscribed shall be rounded down to the previous integer.

1.7.   The period for exercising the pre-emption rights is of one month starting from the date set out in the rights issue prospectus prepared for the Share Capital Increase and starts after the record date set for the Share Capital Increase and after the date of publishing the EGSM Resolution in the Official Gazette of Romania or this decision of the Board of Directors.

1.8.   The Share Capital Increase aims at ensuring the implementation of the Company's growth and development plans by continuing to expand its service offer and geographic coverage. Following the Share Capital Increase, Med Life intends to partly secure the financing required for its organic growth and for possible future acquisitions.

2.      All the details necessary for the shareholders to exercise their pre-emption rights (such as the subscription procedure, the effective subscription period, subscription payment method, subscription validation, subscription form) will be included in the proportionate prospectus to be prepared by Med Life, approved by the Board of Directors and approved by the Financial Supervisory Authority; following due approvals the prospectus will be published before the actual start of the period for exercising the pre-emption rights.

3.      In accordance with Article 1292 of the NSC Regulation 1/2006 it approves:

(i)                 The date of 27.10.2017 as record date related to the Share Capital Increase, for identifying the shareholders to which the effects of this decision shall apply, respectively the shareholders holding pre-emption rights;

(ii)               The date of 26.10.2017, as ex date;

(iii)             The date of 30.10.2017, as payment date.

This Decision has been approved today, 11.10.2017, and prepared in three original copies each having 5 (five) pages.

 

Mihail Marcu

Chairman of the Board of Directors

___________________________

 

Ana Maria Mihaescu

Member of the Board of Directors

___________________________

 

Dorin Preda

Member of the Board of Directors

___________________________

Marius Leonard Gherghina

Member of the Board of Directors

 

___________________________

Nicolae Marcu

Member of the Board of Directors

 

___________________________

Dimitrie Pelinescu-Onciul

Member of the Board of Directors

 

___________________________

Ion Nicolae Scorei

Member of the Board of Directors

 

___________________________

 

 

 



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