To:
BURSA DE VALORI BUCURESTI S.A.
AUTORITATEA DE SUPRAVEGHERE FINANCIARA
CURRENT REPORT 05/2021
According to Law nr. 24/2017 regarding issuers of financial instruments and market operations, ASF regulation nr. 5/2018 regarding the issuers of financial instruments and market operations and/or the Bucharest Stock Exchange Rulebook for Multilateral Trading System.
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Date of report
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17.02.2021
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Name of the Company
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NOROFERT S.A.
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Registered Office
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Bucharest str. Petrache Poenaru nr. 26, cam. 8, sector 5
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Phone
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0312253373, 0785087780
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Email
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investitori@norofert.ro
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Registration nr. with Trade Registry
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J40/4222/2000
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Fiscal Code
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12972762
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Subscribed and paid share capital
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3,209,576 lei
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Total number of shares
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8,023,940
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Market where securities are traded
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SMT AeRO Premium, symbol NRF for shares
Bonds-SMT, symbol NRF25 for bonds
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Important events to be reported: Publication of the Prospectus for the capital increase operation
The management of Norofert SA, hereinafter referred to as “the Company”, informs the market about the publishing of the Prospectus prepared for the capital increase operation approved by EGSM resolution no. 2 from 24.11.2020. The document was approved by the Romanian Financial Supervisory Authority (ASF) as stated in Decision 198 from 11.02.2021.
The Prospectus, the subscription and revocation forms as well as the ASF Decision approving the Prospectus are available for investors on the Company’s website, at the following link: https://norofert.ro/investors/capital-increase/ as well as on the issuer profile of the Company on Bucharest Stock Exchange website. Below the investors can find the detailed timeline for the capital increase operation, as approved by the ASF. According to the provisions of the Prospectus, the trading of the preference rights will start 3 working days after publishing of the Prospect.
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Event
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Date
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Trading of preference rights NRFR01
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22.02.2021 – 05.03.2021
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Stage 1: subscriptions based on preference rights
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12.03.2021 – 11.04.2021
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Stage 2: private placement for remaining shares
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14.04.2021 – 27.04.2021,
with an option of a pre-closing
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According to EGSM resolution no. 2 from 24.11.2020, the Company will issue in the capital increase operation 550,000 new shares with a nominal value of RON 0.4/share. The capital increase operation will be organized in two stages. In the first stage, the investors will be able to purchase newly issued shares based on the number of preference rights. To subscribe a new share, 14.58898 preference rights are required, with rounding off to the nearest inferior natural number. The pre-emption rights, symbol NRFR01, were loaded in the shareholders accounts on 14.12.2020. The preference rights will be traded on the MTS-AeRO market of the Bucharest Stock Exchange as specified in the timeline above.
The price per share has been stabilized at 13.1161 lei/share. The price per share includes the share nominal value (0.4 RON) and the issue premium (12.7161 lei). The price was calculated using the formula as specified and agreed by shareholders in EGMS Decision no. 2 from 24.11.2020, namely the average trading price calculated for the last 30 days prior to the date of submission of the final form of the Prospectus to the ASF, which took place on 28.01.2021, with a discount of 25%, according to the math formula: Issuance price = average trading price within the last 30 days * 0.75.
If after the first stage remain unsubscribed shares, these will be offered to 149 investors during a private placement, at a price higher than the offer price.
PRESIDENT OF THE BOARD OF DIRECTORS
Popescu Vlad Andrei