DEBICA
POLISH FINANCIAL SUPERVISION AUTHORITY
Current Report No. 31/2018
Date: November 15, 2018
Abbreviated name of issuer: DEBICA
Subject:
Information regarding filing a claim for determination of non-existence / declaration of invalidity / cancellation of the resolutions of Extraordinary Shareholders Meeting of October, 23 2018 and granting security for the claim against the Company.
Legal grounds:
Art. 56, par. 1, subpar. 2 of the Offering Act - Current and Periodic Information
Report content:
Management Board of Tire Company Dębica S.A (hereinafter: "The Company") announcesthat on November 15, 2018 they received from the District Court in Rzeszów, the 6thCommercial Division of the Regional Court in Rzeszów (hereinafter: "the Court"):
a) a copy of the claim filed by the following funds managed by Altus TFI S.A:
ALTUS Active Shares closed-end Investment Fund located in Warsaw; ALTUS Closed Investment Fund for Active Allocation of Dividend Companies located in Warsaw; ALTUS Closed Investment Funds of Absolute Return Rate located in Warsaw with separated sub funds; Altus Sub-Fund for Absolute Rate of Return on Foreign Markets and Altus Sub fund of Absolute Return Rate of the Polish Market; ALTUS Closed Investment Fund of Absolute Return Rate Polish Market 2 located in Warsaw; ALTUS Closed Investment Fund of Absolute Return Rate of Foreign Markets 2, located in Warsaw; ALTUS Closed Investment Fund of Shares + located in Warsaw; ALTUS Open Umbrella Investment Fund located in Warsaw with separated sub funds: Altus Sub fund of Absolute Return Rate of Polish Market; Altus Sub fund of Stable Growth; Altus Sub fund of Optimal Growth; Altus Sub fund of Shares; ALTUS 15 ClosedInvestment Fund locate in Warsaw (hereinafter referred to as "funds managedby AltusTFI S.A.")
for declaring null and void, or alternatively for repealing Resolution No. 7 of theExtraordinary General Meeting of Shareholders of Dębica S.A. of 23.10.2018 onamending the Company's Articles of Association and authorizing the Company's Management Board to increase the Company's share capital within the authorized capital, together with the possibility for the Management Board to exclude the pre-emptive rights of the Company's existing shareholders in whole or in part with the consentof the Company's Supervisory Board (hereinafter referred to as: "the Resolution").
b)a copy of the Court's decision of 13 November 2018 on granting security to the claim of funds managed by Altus TFI S.A. by means of:
−suspension of execution and effectiveness and suspension of all legal effects of the Resolution.
−prohibiting the Company from taking any actions aimed at registering an amendment to the Articles of Association or the amount of the Company's authorized capital on the
basis of a Resolution, until the proceedings for the repeal of the Resolution have been completed with a binding force
−suspension of the registration proceedings pending before the District Court in Rzeszów, 12th Commercial Division of the National Court Register, under the file no.: 18418/18 regarding the entry of amendments in the Articles of Associations and the Company's authorized capital resulting from the Resolution;
−in the event that the amendment to the Company's Articles of Association or the Company's authorized capital is registered by the Registry Court in accordance with the Resolution, to prohibit the Company's Management Board taking any actions pursuant to Article 6a of the Articles of Association regarding increase of theCompany's authorized capital, including in particular, actions connected with the issueprice of new shares of the Company, deprivation of shareholders of the pre-emptive rights to new shares of the Company and the offering of new shares of the Company;
−in the event that the amendment to the Company's Articles of Association or the Company's authorized capital is registered by the Registry Court in accordance with the Resolution, to prohibit the Company's Supervisory Board taking any actions pursuant to Article 6a of the Articles of Association regarding increase of theCompany's authorized capital, including in particular, actions connected with the issue price of new shares of the Company, deprivation of shareholders of the pre-emptive rights to new shares of the Company;
The remainder of the application was rejected.
The order of the Court is not final and binding.
After familiarizing itself with the claim and the Court's decision, the Company will take appropriate legal action.
Legal basis: 56 (1)(2) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies in connection with § 19 1 (10) and (11) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a non-member state may be recognized as equivalent