BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the investors that Central Depository will process the withdrawal of the expired preferential rights BNETR10 and BNETR12, according to the EGMS Decisions no. 10 and 11 from 20.04.2022.
These preference rights were transferred to Section 1 of the Depositary and subsequently canceled due to the fact that the two capital increase operations with new contributions, approved in November 2020 and April 2021, were not carried out within a year from their approval.
We remind that Article 219, paragraph (1) of Law 31/1990 – the Companies Law – provides that a capital increase decision expire within 12 months from their approval by the GMS if the operation is not carried out within this interval.
Under these legal conditions, the Decision of the Extraordinary General meeting (EGMS) no. 15 of 26.11.2020 regarding the capital increase by issuing a number of 30,127,746 preferential shares, can no longer produce effects starting with 26.11.2021. Thus, the shareholders voted on 20.04.2022, at point 10 of the EGMS, to cancel the BNETR10 rights so that the Company could then withdraw them from the Central Depository system. Alternatively, these rights would have remained in the portfolios of shareholders forever, unusable.
In similar conditions, the EGMS Decision no. 4 from 27.04.2021 regarding the capital increase by issuing a number of 24,722,828 common shares, can no longer produce effects considering the term of 12 months from its approval. And the shareholders voted on 20.04.2022, at point 11 of the EGMS, the cancellation of the BNETR12 rights and their withdrawal from the Central Depository system.
During 2021, discussions with Bittnet shareholders revealed their preference that the company should not try to conduct new capital market operations, partly due to the perception that the price is too low and reflects the risk that the operation will not be successful, and partly because other companies that announced capital increases suffered a decrease in the share price, while the companies that announced the cancelation of such operations registered increases in the quotation.
Taking into account that the Issuer was able to carry out its current activity and investment plans from already existing sources, the management considered that there is no need for financial and image costs that could have resulted from the unsuccessful conduct of such operations.