2023 Share capital increase
In this section, investors can find all the information related to the 2023 Capital Increase Operation of Holde Agri Invest S.A., approved by the decision of Board of Directors of the Company, issued on 25.08.2023. The share capital increase operation is carried out in accordance with the resolution of the Company’s Extraordinary General Meeting of Shareholders dated 15.12.2022.
According to decision of the Board of Directors, the Company will issue in the capital increase operation 40,000,000 new class A shares with a nominal value of RON 1.0/share. The capital increase operation will be organized in two stages. First stage is subscription based on preference rights, second is the private placement. The detailed timeline of the operation is presented below:
|Stage 1: subscriptions based on preference rights||13.11.2023 – 13.12.2023|
|Publishing of the report about closing Stage 1||14.12.2023|
|Stage 2: private placement for remaining shares||Established through a separate decision of the Board of Directors|
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, 2.535876 preference rights are required, with rounding off to the nearest inferior natural number. Apart from holding the rights, investors will also need to pay the price as set up in the Prospectus at 1 lei / share. The pre-emption rights, symbol HAIR05, were loaded in the shareholders accounts on 15.09.2023. The preference rights will not be tradeable according to the Decision of the Board of Directors dated 02.10.2023.
The Class A shares that remain unsubscribed after the first phase, will be offered through a private placement (which may include, as the case may be, conversion operations of certain, liquid and due receivables held: (i) in accordance with the Main Terms regarding the termination of the Management Agreement entered into between Holde Agri Invest S.A. and Holde Agri Management S.R.L. on 22 September 2018, pursuant to the EGMS Resolution No. 1 of 15 December 2022; and (ii) by the persons who have transferred Class B shares to the Company under the buyback program approved by resolution of the Extraordinary General Meeting of Shareholders No. 2 of 27 April 2022, as will be decided separately by the Board of Directors of the Company), at a price that will be established by the Board of Directors of the Company through a separate decision which will be taken after the completion of Stage 1.
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The documents do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any jurisdiction in which such offers or sales are unlawful (the “Excluded Jurisdictions”). The securities in connection with which an offering is pending have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Jurisdictions.