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NI-32/14

MERCATOR, d.d., Ljubljana

Invitation to subscription and payment of the shares of the Issuer Poslovni sistem Mercator, d.d.

Pursuant to the resolution No. 2 adopted at the twenty-first extraordinary general meeting (Shareholders Assembly) of the company POSLOVNI SISTEM MERCATOR, d.d., Dunajska cesta 107, Ljubljana ("the Issuer"), held on October 21, 2014, on the increase of the company share capital by new in-kind and cash contributions, as reported in the Notarial Record of Proceedings by the Notary Public Nada Kumar, ref. No. SV-1824/2014, dated October 21, 2014, and announced on the Ljubljana Stock Exchange (Ljubljanska borza, d.d.) website at http://seonet.ljse.si and the Issuer's website, by issue of no less than 2,325,582 new ordinary registered no par value shares of the Issuer ("New Shares"), which shall be of the same class as the already issued regular ordinary registered no par value shares of the Issuer, at an emission price of EUR 86 per one New Share, and pursuant to Article 37 of the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act (ZFPPIPP), the Issuer hereby announces the following:

 

Invitation to Subscription and Payment of New Shares

 

Subscription of New Shares will start on October 27, 2014, and it will last to and including November 15, 2014.

Subscription of New Shares will take place at the Issuer's registered seat (headquarters) at Dunajska cesta 107, Ljubljana, in the office of the secretary for the field of finance and IT, room 712, 7th floor, each business day from 9 AM to 3 PM.

Only Agrokor Investments B.V., with address at Prins Bernhardplein 200, 1097 JB, Amsterdam, Kingdom of the Netherlands (»Subscriber«) shall be eligible to take part in the subscription and payment of New Shares.

The New Shares shall be subscribed by filling out and signing the subscription certificate attached herewith (Appendix 1). The subscription certificate shall be signed by the Subscriber's statutory representative or holder of power of attorney. Along with the signing of the subscription certificate, the Subscriber shall be obliged to pay the price of the New Shares in the amount of the emission price per one New Share (EUR 86.00) multiplied by the number of the New Shares subscribed by the Subscriber. The Subscriber shall effect the payment for the New Shares by transferring an amount of EUR 52.00 to the Issuer's account number SI56 0292 3026 0861 755, with the bank NLB, d.d., and by validly completing with the Issuer a legal transaction in compliance with the draft agreement on the payment of in-kind contribution by conversion/swap of cash receivables (Appendix 2), by which the Subscriber shall transfer/waive his cash receivables that are the subject of the in-kind contribution and which are specified in the subscription certificate, to the Issuer. Detailed instructions regarding the subscription and payment of the New Shares are attached to this invitation (Appendix 3).

 

This announcement shall also be published as of October 27, 2014 on the company website at www.mercatorgroup.si, for a period of no less than five years.

Poslovni sistem Mercator, d.d.
Management Board
Date: 27.10.2014
Attachments:  Appendix 1,  Appendix 2,  Appendix 3