Regarding additional issue of Seligdar’s ordinary shares

The Board of Directors of PJSC Seligdar decided at the meeting held February 3, 2022, to convene an extraordinary General meeting of shareholders in form of absentee voting on March 10, 2022, with the following agenda:

  • To increase PJSC Seligdar’s share capital by issuing of additional ordinary shares of PJSC Seligdar in form of a private placement offering.
  • To close the special fund for dividend payments on the PJSC Seligdar’s preferred shares.

February 15, 2022, is set as the record date for the General meeting of shareholders.

The PJSC Seligdar’s Charter indicates that the Company has right to issue additional 37,645,270 ordinary shares that comprises 3.79% of its share capital.

The Board of Directors approved the private placement offering for all the ordinary shares of additional issue to two potential buyers that were PJSC Seligdar’s shareholders:

  • LLC Maximus (OGRN 1057749383350*)
  • JSC Treasury Invest (OGRN 1207700290137*)

The share placement price will be determined by the Board of Directors based on the current market price after the results of the General meeting have been summed up.

According to Article 40 of the Russian Federal law “On Joint Stock Companies”, the Company’s shareholders who voted against or did not take part in voting shall have pre-emptive right to acquire additional ordinary shares of the Company in the amount proportional to the amount of the Company’s ordinary shares belonging to them.

“The aim of additional shares placement is to attract equity capital necessary to fulfil the large-scale investment programme. The sources of funds for the PJSC Seligdar development are profit, equity and debt financing. The balance between own and borrowed capital is important; that is one of the indicators of the financial stability of a company. Shares are placed by the private offering, any shareholder may buy shares of this issue in the amount proportional to already owned. Two major shareholders of PJSC Seligdar have expressed their interest to buy all the shares of the issue that have not been acquired within the pre-emptive right. It is important to note that placement of additional issue will be finalised after the Annual General meeting of shareholders and annual dividends for 2021 will not be paid on shares of additional issue,” emphasized Konstantin Beirit, President of PJSC Seligdar.

At the same time, the Board of Directors recommended to the General meeting to close earlier created special fund of 675 million roubles for dividend payments on preferred shares due to the cancellation of the preferred shares through their conversion into ordinary shares. According to Article 42, paragraph 2 of the Russian Federal law “On Joint Stock Companies”, special funds may only be created to pay dividends on preferred shares. It is recommended to reallocate monetary means from the fund to retained earnings increase that may be afterwards distributed by the Meeting of shareholders in accordance with the law and the Company’s Charter.

 

* OGRN – primary state registration number (Russian business ID).

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