BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders about the implementation of an additional procedure in connection with the EGMS Decision no. 3 of April 29th , 2020. According to the EGMS decision no. 3 of April 29, 2020, the shareholders registered by the Central Depository in the register of shareholders from July 21st , 2020 will receive a cash distribution of 0.1 RON for every 10 shares held (in addition to the 7 free shares distributed according to Decision No. 2 of EGMS) and the Company will benefit from a number of 12,724,985 treasury shares, charged by the Central Depository directly to the company’s account.
Subsequently, if the incentive plans with options (SOP) for the key persons will generate the obligation for the Company to transfer to the key persons a number of shares, the Company will be able to use the treasury shares for this purpose. Thus, the existing shareholders on July 21, 2020 do not register a dilution of the voting position (treasury shares do not have the right to vote), and subsequently, if the company will turn this asset (treasury shares) into profit by selling to the key persons, all shareholders will benefit both from the cash infusion but also from the value generated by the transfer of an asset at a higher price than the acquisition price.
Considering that the shareholders from the registration date could be different from the shareholders from the reference date for EGMS of 29.04.2020 and considering the written correspondence and the meetings of the Issuer with the Financial Supervisory Authority (ASF) on this topic (we attach the FSA address of Friday, July 17, 2020), the Board of Directors adopted this procedure in order to offer all shareholders from the date of registration the opportunity to vote expressly if they choose consistency with the decisions of shareholders from reference for the EGMS – thus receiving a cash distribution of 0.1 RON for every 10 shares held, or preferring another option.
The Issuer identified as the only alternative solution for those already adopted by shareholders a process by which shareholders who do not express the option to continue the process approved by EGMS, can take possession of a free share for every 10 shares held on July 21, 2020. This process will be able to be completed (according to the attached FSA address) after a new GMS decision, and the expression of a new ASF point of view on this topic. The issuer estimates a deadline for these operations no earlier than October 2020.
We summarize in this current report the key information within the procedure. The shareholders from the registration date have two options regarding the EGMS Decision no. 3. Nothing in this procedure refers to the EGMS Decision no. 2 – the distribution of 7 free shares to 10 held.
Thus, the shareholders’ options are:
• Option 1: To receive in July the 7 free shares approved by EGMS Decision no. 2, plus a cash distribution of 0.1 RON for every 10 shares held – cash distribution with payment date August 3rd, 2020, according to EGMS Decision no. 3
• Option 2: To receive in July the 7 free shares approved by EGSM Decision no. 2, and to request the company to distribute an additional one free share, after a possible approval from FSA, whose request can be initiated after a new General Meeting of Shareholders (estimate regarding the development of a new GMS: end of September 2020).
Shareholders who have already cast their vote in the GMS on April 29, 2020 may not take any action, in which case they will receive 7 free shares plus 0.1 RON. If a shareholder who has already cast his vote in the GMS but wishes to change his option, has this right, as do all other shareholders from the date of registration. All shareholders from the registration date can exercise their option by electronic vote at https://bittnet.ro/go/consistenta. Shareholders who do not express any option will not receive cash distribution. The Procedure for implementation of the EGMS Decision no. 3 can be consulted by the link below:
Procedura pentru implementare Hotararea AGEA nr. 3 din 29.04.2020