Current Reports
RB 84/2021
The Management Board of Pragma GO S.A. announces the completion of subscription and allotment of Series T bearer bonds issued under Resolution No. 1/16.12.2021 of the Management Board of Pragma GO S.A. dated December 16, 2021 on the issue of Series T Bonds, determination of their terms and conditions of issue, dematerialization and introduction to trading on Catalyst.
1. subscription start date: December 16, 2021, subscription end date: December 22, 2021.
2. date of allocation of financial instruments: December 23, 2021.
3. number of financial instruments subscribed or sold: 160,000 bonds
4. rate of reduction in individual tranches: the issue was not divided into tranches, subscriptions for a total of 160,000 bonds were accepted, no reduction in subscriptions was made
5. number of financial instruments that were allocated as part of the subscription or sale: 160,000 series T bonds were allocated
6. the price at which the financial instruments were purchased _taken_: 100 PLN
7. nominal value of financial instruments: PLN 100 each T-series Bond, the total nominal value of the Bonds is PLN 16,000,000.
8. number of persons who subscribed for financial instruments subscribed or sold in particular tranches: the issue was not divided into tranches, 29 persons subscribed for series T bonds _including 26 natural or legal persons other than qualified investors_.
9. the number of persons to whom the financial instruments were allocated in the subscription or sale carried out in the various tranches: the issue was not divided into tranches, the series T bonds were finally allocated to 29 persons _ including 26 natural or legal persons other than qualified investors.
10. information whether the persons to whom the financial instruments were allotted as part of the conducted subscription or sale in individual tranches are affiliates of the Issuer: None of the persons to whom the Bonds were allotted is a related party of the Issuer within the meaning of § 4(6) of the ATS Regulations
11. name of the company of the underwriters who took up financial instruments under the execution of underwriting agreements: The Company did not enter into underwriting agreements
12. the total amount of costs that were included in the costs of the issue amounted to: PLN 429,300.00, including costs:
a_ preparation and conduct of the offering: PLN 396,800.00
b_ underwriters’ remuneration, for each separately: none
c_ preparation of the information document, including costs of consulting: PLN 32,500.00
d_ promotion of the offering: none
Financial liabilities from the bond issue will be recognized at amortized cost using the effective interest rate method. The incurred costs of preparing and conducting the offering and advisory services related to the bond issue will be included in the calculation of amortized cost in accordance with the application of the effective interest rate method and, as a result, will be amortized to the income statement over the term of the bonds.
All series T bonds were acquired for cash contributions.
RB 83/2021
The Issuer’s Management Board announces that on December 16, 2021, it adopted a resolution on the issuance of Series T Bonds, determination of the terms and conditions of the issue, dematerialization and listing of the Bonds on the Catalyst market. The issue comprises no more than 160,000 dematerialized, secured ordinary bearer series T bonds “Bonds”. The Issuer intends to apply for the introduction of the Bonds to the alternative trading system on the Catalyst market. Following the allotment, the Issuer will immediately take steps to dematerialize and register the Bonds with the National Securities Depository.
The issue will be successful if at least 50,000 Bonds of the issue threshold are duly subscribed and paid for. The par value of each Bond is PLN 100. The issue price is equal to the par value. The Bonds shall be redeemed by the Issuer within 48 months from the date of allotment. The Bonds will be redeemed by paying a cash amount equal to the nominal value of the Bonds. The Bonds shall bear interest. The interest rate on the Bonds will be determined based on a variable prime rate of WIBOR3M, plus a margin. The interest rate on the Bonds will be fixed for a given interest period. The rules for determining the final interest rate on the Bonds for individual interest periods are set forth in the terms and conditions of the Bonds issue.
The Bonds will be secured in particular by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a registered pledge on receivables from the Issuer’s bank account.
The Bonds will also be secured by 3 blank promissory notes issued by the Issuer, together with a promissory note declaration, and the Issuer’s statement on submission to execution under Article 777 § 1 pt. 5 of the CCP up to PLN 20,800,000.
On December 16, 2021. The Issuer concluded with Chabasiewicz, Kowalska and Partners Solicitors, as collateral administrator, a registered pledge agreement on a set of variable rights, a registered pledge agreement on receivables from the Issuer’s bank account and an agreement on the appointment of a pledge administrator.
Legal basis: Article 17 (1) MAR – confidential information.
RB 82/2021
The Management Board of PragmaGO S.A. “Issuer” or “Company” informs that on December 15, 2021. Extraordinary General Meeting of Shareholders, convened pursuant to Article 405 § 1 of the Code of Commercial Companies, adopted a resolution on increasing the Company’s share capital through the issuance of series F shares and through the issuance of series G shares, and on depriving existing shareholders of the entire preemptive right to all series F and series G shares.
Pursuant to Resolution No. 3 of the Extraordinary General Meeting of Shareholders of December 15, 2021, the Company’s share capital is increased by PLN 190,012.00 to PLN 4,599,638.00 through the issuance of 154,889 series F shares with a nominal value of PLN 1 each and through the issuance of 35,123 series G shares with a nominal value of PLN 1 each. The total issue price of series F shares and series G shares is PLN 2,897,800.00.
The issuance of series F shares and series G shares will take place through a private placement conducted by means of an offering addressed to individually identified shareholders, including the offering of series F shares to Polish Enterprise Funds SCA, headquartered in Luxembourg, at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg.
Legal Basis: Article 17 (1) of the EU Parliament and Council Regulation No. 596/2014 MAR.
RB 81/2021
In accordance with the Terms and Conditions of Issuance of bonds of series O, P, R, S, A1 and A2, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of November 30, 2021, the nominal value of the receivables included in the set of pledged receivables for each series was.
for the O series PLN 13,006,050.
for the P series, PLN 13,034,556.
For the R series, PLN 15,676,699.
For the S series, PLN 9,100,620.
for the A1 series £20,800,649.
For the A2 series, PLN 22,116,397.
Total value of the collection: PLN 93,734,972.
Total receipts to the pledged bank account established to secure receivables under the Series P, R, S, A1 and Series A2 Bonds for the last 6 months amounted to PLN 142,729,822.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 80/2021
In accordance with the Terms of Issuance of bonds of series O, P, R, S, A1 and A2, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of the holders of bonds of these series. As of October 31, 2021, the nominal value of the claims included in the set of pledged claims for each series amounted to.
for the O series PLN 13,001,388.
For the P series, PLN 13,001,635.
For the R series, PLN 16,716,428.
for the S-series PLN 9,100,860.
for the A1 series PLN 20,860,715.
For the A2 series, PLN 22,115,116.
Total value of the collection: PLN 94,796,142.
Total receipts to the pledged bank account established to secure receivables from the Series P, R, S, A1 and Series A2 Bonds for the last 6 months amounted to PLN 127,374,796.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 79/2021
The Management Board of the Issuer PragmaGO S.A. informs that on October 19, 2021. The Management Board of the Warsaw Stock Exchange (WSE) adopted Resolution No. 1054/2021 to introduce 170,000 series A2 bearer bonds with a par value of PLN 100 each, issued by PragmaGO S.A., to trading on the primary market as of October 20, 2021. The resolution of the Board of Directors of the Warsaw Stock Exchange shall come into force on the date of adoption.
Legal basis: § 17 (1) (4_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
RB 78/2021
The Management Board of PragmaGO S.A. with its seat in Katowice _ the “Company” or the “Issuer”_ informs about the resolution of the Management Board of the Warsaw Stock Exchange No. 1049/2021 dated October 14, 2021 concerning the admission to trading on the primary market of 170,000 series A2 bearer bonds issued by the Company _ the “Bonds”_ – as of the date of registration of the Bonds by the National Securities Depository.
The Issuer announced the issuance of the Bonds in Current Report No. 69/2021 dated September 09, 2021, and the allocation of the Bonds in Current Report No. 73/2021 dated October 01, 2021.
Legal basis: § 17 (1) (2_) of the Regulation of the Minister of Finance dated March 29, 2018. on current and periodic information
RB 77/2021
In accordance with the Terms and Conditions of Issuance of bonds of series O, P, R, S, A1 and A2, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of September 30, 2021, the nominal value of the receivables included in the set of pledged receivables for each series was.
for the O series PLN 13,001,938.
for the P series, PLN 13,044,600.
For the R series, PLN 16,600,429.
for the S series PLN 9,100,040.
for the A1 series PLN 20,800,886.
For the A2 series, PLN 22,130,934.
Total value of the collection: PLN 94,678,826.
Total receipts to the pledged bank account established to secure receivables from the Series P, R, S, A1 and Series A2 Bonds for the last 6 months amounted to PLN 113,940,056.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 76/2021
The Management Board of PragmaGO S.A. “Issuer” informs that on October 11, 2021. The National Securities Depository S.A. has issued a statement that it has entered into an agreement with the Issuer for the registration in the securities depository of 170,000 series A2 bearer bonds, which have been assigned ISIN code: PLGFPRE00230. The registration will take place within 3 days of receipt by the National Securities Depository S.A. of the decision to admit these bonds to trading on the regulated market.
Legal basis: § 17 (1) (1) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
The Management Board of PragmaGO S.A., based in Katowice, Poland (the “Company” or the “Issuer”) announces the completion of the subscription for A2 series bearer bonds issued pursuant to the Issuer’s Management Board Resolution No. 1/09.09.2021 dated September 09, 2021 under the Second Public Bond Issuance Program covered by the Base Prospectus approved by the Financial Supervision Commission on January 15, 2021. (“Bonds”):
1_ subscription commencement date: September 15, 2021.
2_ subscription end date: September 29, 2021.
3_ date of allotment of Bonds: October 01, 2021.
4_ number of Bonds subscribed: 170,000 units,
5_ reduction rate per tranche: the issue was not divided into tranches, a proportional reduction was adopted, which amounted to 6.72%,
6_ number of Bonds subscribed for: 182.249,
7_ number of Bonds that were allocated in the subscription: 170,000 units,
8_ price at which the Bonds were taken up: PLN 100.00,
9_ number of persons who subscribed for the Bonds subscribed for in each tranche: the issue was not divided into tranches, 306 persons subscribed for the Bonds,
10_ the number of persons to whom the Bonds were allotted in the conducted subscription in individual tranches: the issue was not divided into tranches, the Bonds were allotted to 304 persons,
11_ name(s) of the underwriters who subscribed for the Bonds under the execution of underwriting agreements: The Company did not enter into underwriting agreements,
12_ the value of the conducted subscription, understood as the product of the number of Bonds and the issue price: PLN 17,000,000.00,
13_ total costs of the Bonds issue amounted to: PLN 480,000, including the costs of preparing and conducting the offering: PLN 480,000,
14_ average subscription cost per unit of security: PLN 2.82,
Financial liabilities from the issuance of Bonds will be reported at amortized cost using the effective interest rate method. Costs incurred in preparing and conducting the offering and consulting services related to the issuance of the Bonds will be included in the calculation of amortized cost in accordance with the application of the effective interest rate method and, as a result, will be amortized to the income statement over the term of the Bonds.
15_ all Bonds were subscribed for cash contributions.
The Issuer announced the issuance of the Bonds in Current Report No. 69/2021 dated September 09, 2021, and the allocation of the Bonds in Current Report No. 73/2021 dated October 01, 2021.
Legal basis: Article 16 (1) of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information (…)
RB 74/2021
In the third quarter of 2021. The company reported the following results:
1. Turnover _nominal value of financed invoices_ – 266 million PLN _174 million PLN in 2020, y/y increase of 53 %_
2. Number of active customers _customers who financed their receivables in Q3 2021_ – 3,819 _1,221 in 2020, y/y increase of 212 %,_
3. Turnover in September 2021 amounted to 99 million zlotys, 2,028 customers used PragmaGO’s services in that month.
Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council of the EU No. 596/2014 MAR.
RB 73/2021 With reference to current report No. 69/2021 dated September 09, 2021 regarding the issue of bonds under the Second Public Bond Issue Program _Program_, the Board of Directors of PragmaGO S.A. _Company_ informs that on October 01, 2021, it adopted a resolution _Resolution_ on the allotment of Series A2 secured ordinary bearer bonds issued under the _Bonds_ Program. A total of 170,000 Bonds were offered under the public offering at an issue price of PLN 100 each Bond. The Management Board allotted 170,000 Bonds with a total nominal value of PLN 17,000,000. The issue of Bonds was completed. As a result of the proportional reduction, which amounted to 6.72%, the Company allocated 170,000 Bonds in response to the subscriptions of 404 Investors. At the same time, the Company informs that detailed information summarizing the Bond issue will be provided in a separate current report. |
Legal basis
Art. 17(1) MAR – confidential information.
RB 72/2021
The Issuer announces that on September 30, 2021, it entered into an annex to the agreement with Bank Gospodarstwa Krajowego S.A. concerning the portfolio factoring guarantee line under the Liquidity Guarantee Fund. Under the terms of the aforementioned annex, the guarantee limit was increased from the previous PLN 35,000,000.00. to the amount of PLN 64,000,000.00. The guarantee under the portfolio guarantee line may cover factoring limits granted no earlier than March 1, 2020 and entered in the register of guaranteed contracts until December 31, 2021.
The Issuer informed about the detailed terms and conditions of the agreement concerning the portfolio factoring guarantee line under the Liquidity Guarantee Fund in current report No. 39/2020 dated 30.09.2020.
Legal basis
Art. 17(1) MAR – confidential information.
RB 71/2021
In accordance with the Terms of Issuance of bonds of series O, P, R, S and A1, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of August 31, 2021, the nominal value of the receivables included in the set of pledged receivables for each series was.
for the O series PLN 13,002,482.
for the P series, PLN 13,006,667.
For the R series, PLN 15,606,023.
For the S series, PLN 9,102,820.
for the A1 series PLN 20,809,486.
Total value of the collection: PLN 71,527,479.
Total receipts to the pledged bank account established to secure receivables from the Series P, R, S and Series A1 Bonds for the last 6 months amounted to PLN 107,025,805.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 70/2021
The Management Board of PragmaGO S.A., based in Katowice _”Issuer_, informs that on September 9, 2021. The Issuer has entered into an agreement with Chabasiewicz, Kowalska and Partners Radcowie Prawni, headquartered in Krakow _”Pledge Administrator”_ acting as a pledge administrator on its own behalf, but for the account of the bondholders entitled under the series A2 bonds issued by the Issuer under the Second Public Bond Issuance Program _”Series A2 Bonds″_, a registered pledge agreement on a set of variable rights _”Set Pledge Agreement”_ and a registered pledge agreement on receivables from a bank account _”Account Pledge Agreement”_, to secure the receivables of the bondholders entitled under the series A2 Bonds.
The registered pledge on a collection of floating rights, which is the subject of the Collection Pledge Agreement, was established up to the highest security amount of PLN 22,100,000.
Under the Collection Pledge Agreement, the Issuer undertook not to sell or encumber the object of the registered pledge as a whole, or the individual receivables included in the collection, before the expiration of the pledge. The Collection Pledge Agreement stipulates that the Pledge Administrator may, at its discretion, satisfy the Bondholders’ claims from the pledged object: through court enforcement proceedings, through sale by public tender conducted by a bailiff or notary public, by taking ownership of the collection of receivables as a pledged object.
The registered pledge on the Issuer’s present and future rights, receivables and claims against the bank that maintains the Issuer’s bank account, including in particular the claim for payment of amounts accumulated in the account together with all accrued interest, which is the subject of the Account Pledge Agreement, was established up to the highest security amount of PLN 22,100,000.
The Account Pledge Agreement stipulates that the Pledge Administrator may, at its discretion, satisfy the Bondholders’ claims from the object of the pledge: through court enforcement proceedings or by taking ownership of the object of the pledge.
The Issuer informed about the issuance of the A2 Series Bonds through current report No. 69/2021 dated September 9, 2021.Legal basis: Article 17 (1) MAR – confidential information.
RB 69/2021
The Board of Directors of PragmaGO S.A., based in Katowice, Poland _ the “Company” or the “Issuer”_ informs that on September 9, 2021, it adopted a resolution on the issue and determination of the final terms and conditions of the Series A2 Bonds _ the “Bonds”_. The Bonds are issued under the Second Public Bond Issuance Program covered by the Base Prospectus approved by the Polish Financial Supervision Authority on January 15, 2021.
The Bonds will be offered through a public offering. No more than 170,000 _one hundred and seventy thousand_ Bonds with a nominal value of PLN 100.00 _one hundred_ each will be offered in the Bonds issue. The total par value of the Bonds shall be no more than PLN 17,000,000.00 _seventeen million_. The issue price of the Bonds shall be equal to the par value.
The interest rate on the Bonds is variable, its amount has been set at the WIBOR for three-month zloty loans on the Polish interbank market _WIBOR 3M_ plus a fixed margin of 3.80 p.p. _three and eighty one-hundredths of a percentage point_, subject to an increase in the amount of the margin if the Issuer’s Debt Index is exceeded on the terms described in the Final Terms of the Bond Issue.
The Issuer will redeem the Bonds within 4 years from the date of allotment. The Issuer will have the right of early redemption of the Bonds, the rules for the exercise of which will be described in the Final Terms of the Bonds. In particular, the Bonds will be secured by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a registered pledge on the Issuer’s bank account. Details of the collateral for the Bonds are presented in the Basic Prospectus and the Final Terms of the Bonds.
The bonds will be dematerialized and will be subject to the Issuer’s application for their introduction to trading on the Catalyst regulated market operated by the Warsaw Stock Exchange.
The Issuer announced the determination of the Second Public Bond Issuance Program in current report No. 38/2020 dated September 21, 2020.
Legal basis: Article 17 (1) MAR – confidential information.
RB 68/2021/k
With reference to current report No. 68/2021 dated August 24, 2021, the Board of Directors of PragmaGO S.A. (the “Company“) hereby corrects its contents so that as the date:
– to become aware of the issuance by the Financial Supervision Authority (“FSA“) on August 20, 2021 of a decision to authorize the withdrawal of 3,706,302 bearer shares of the Company from trading on the regulated market as of September 9, 2021; and
– Submission of an application to the Warsaw Stock Exchange (“WSE”). (“WSE“) with a request to exclude all of the Company’s shares, marked with code LEI 259400KV9G7ARDY89677, from trading on the regulated market operated by the WSE as of September 9, 2021,
indicates August 24, 2021, not August 23, 2021, as erroneously stated.
The adjustment described above does not affect the other information contained in the revised current report.
Legal basis:§ 15(2) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information provided by issuers of securities (…)
RB 68/2021
With reference to current report No. 63/2021 dated July 9, 2021, the Management Board of PragmaGO S.A. (the “Company“) hereby announces that on August 23, 2021, it became aware that on August 20, 2021, the Financial Supervisory Commission (“FSC“) issued a decision to authorize the withdrawal of 3,706,302 bearer shares of the Company from trading on the regulated market as of September 9, 2021.
The FSC’s decision covers 3,706,302 bearer shares with a nominal value of PLN 1.00, that is, 1,200,000 series B shares, 662,586 series C shares, 186,257 series D shares and 1,657,459 series E shares, registered by the National Securities Depository under the ISIN code PLGFPRE00040.
At the same time, the Company’s Management Board informs that on August 23, 2021, in connection with the FSA’s decision referred to above, it submitted an application to the Warsaw Stock Exchange (“WSE”). (“WSE“) a request to exclude all of the Company’s shares, marked with code LEI 259400KV9G7ARDY89677, from trading on the regulated market operated by the WSE as of September 9, 2021.
The report has been prepared pursuant to the provisions of Article 17 (1) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 173/1 of June 12, 2014).
RB 67/2021
In accordance with the Terms and Conditions of Issuance of bonds of series O, P, R, S and A1, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of July 31, 2021, the nominal value of the claims included in the set of pledged claims for each series amounted to.
for the O series PLN 13,035,802.
For the P series, PLN 13,208,200.
For the R series, PLN 15,602,127.
for the S series PLN 9,100,462.
for the A1 series PLN 20,807,605.
Total value of the collection: PLN 71,754,197.
Total receipts to the bank account pledged to secure receivables from the Series P, R, S and Series A1 Bonds for the last 6 months amounted to PLN 97,119,510.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 66/2021
Enclosed, the Issuer presents turnover and customer volume data for the month of July 2021.
Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Appendix:
1 Turnover and customer volume data for the month of July 2021.
RB 65/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that it has become aware of the registration by the District Court of Katowice-Wschód in Katowice on August 03, 2021 in the Register of Entrepreneurs of the National Court Register of the amendments to the Company’s Articles of Association adopted pursuant to:
I.
of Resolution No. 3 of the Extraordinary Shareholders’ Meeting of May 20, 2021,
§11.1 of the Articles of Association was amended to read as follows:
“The Supervisory Board shall consist of at least 3 _three_ members appointed and dismissed by the General Meeting, subject to the rights of shareholders set forth below, and as long as the Company is a public company within the meaning of the Public Offering Act, the Supervisory Board shall consist of at least five members.”
The Company announced the adoption of Resolution No. 3 by the Extraordinary General Meeting of Shareholders on May 20, 2021 on amending the Company’s Articles of Association in current report No. 48/2021 dated May 20, 2021.
II.
of Resolution No. 29 of the Annual General Meeting of Shareholders of June 23, 2021,
§ 2 of the Articles of Association was amended to read as follows:
“The Company’s object is:
1_ PKD – 64.99.Z Other financial service activities, not elsewhere classified, except insurance and pension funds;
2_ PKD – 41 Construction work for the erection of buildings;
3_ PKD – 62 Software and IT consultancy activities and related activities;
4_ PKD – 64 Financial service activities, excluding insurance and pension funds;
5_ PKD – 66 Support activities for financial services and insurance and pension funds;
6_ PKD – 68 Real estate activities;
7_ PKD – 77 Rental and leasing;
8_ PKD – 81 Service activities related to maintenance of order in buildings and development of green areas;
9_ PKD – 82 Office administrative and other business support activities;
10_ PKD – 96 Other individual service activities;
11_ PKD – 45.11.Z Wholesale and retail sale of cars and vans.”
The Company informed the Ordinary General Meeting of Shareholders on June 23, 2021 about the adoption of Resolution No. 29 on amendments to the Company’s Articles of Association in current report No. 58/2021 dated June 23, 2021.
Legal basis: § 5 para. 1 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 64/2021
In accordance with the Terms and Conditions of Issuance of bonds of series O, P, R, S and A1, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of June 30, 2021, the nominal value of the receivables included in the set of pledged receivables for each series was.
For the O series, PLN 13,070,994.
for the P series, PLN 14,082,368.
For the R series, PLN 15,601,584.
For the S series, PLN 9,107,167.
For the A1 series, PLN 20,898,111.
Total value of the collection: PLN 72,760,223.
Total receipts to the pledged bank account established to secure receivables from the Series P, R, S and Series A1 Bonds for the last 6 months amounted to PLN 86,034,882.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 63/2021
The Management Board of PragmaGO S.A. _”the Company”_ hereby informs that on July 8, 2021, on the basis of Article 91(1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005, an application was submitted to the Financial Supervision Authority _”FSA”_ for the FSA to authorize the withdrawal of the Company’s shares from trading on the regulated market, registered in the securities depository maintained by the National Depository for Securities S.A. under ISIN code PLGFPRE00040, admitted and introduced to trading on the regulated market operated by the Warsaw Stock Exchange _”Shares”_.
Legal basis – Article 17 (1) MAR – confidential information.
RB 62/2021
The Management Board of PragmaGO S.A. (“Issuer”) announces to the public the contents of the resolutions adopted by the Extraordinary General Meeting of Shareholders, convened pursuant to Article 405 § 1 of the Code of Commercial Companies, held on July 07, 2021 in Warsaw. The Extraordinary General Meeting of Shareholders considered all of the items on the planned agenda, all resolutions put to a vote were adopted, and no objections were raised to any of the resolutions. A list of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting of Shareholders is also attached to this report.
Legal basis: § 19 (1) (6), (7) and (9) of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information (…).
Attachments:
RB 61/2021
Enclosed, the Issuer presents turnover and customer volume data for the month of June 2021.
Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Appendix:
1 Turnover and customer volume data for the month of June 2021.
RB 60/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that the Company received on June 28, 2021 from Polish Enterprise Funds SCA a notice submitted in accordance with Article 69 (2) para. 2 in connection with art. 87 par. 1 pt. 5 and 6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies dated July 29, 2005. The full content of the received notification is attached.
Attachments:
1. notice
RB 59/2021
The Management Board of PragmaGO S.A. _”Issuer”_ informs that the Ordinary General Meeting of Shareholders on June 23, 2021 appointed members of the Supervisory Board for another joint term. The composition of the Issuer’s Supervisory Board has not changed and is as follows:
– Michał Kolmasiak
– Monika Rogowska
– Jakub Kuberski
– Dariusz Prończuk
– Agnieszka Kamola
– Bartosz Chytła
– Grzegorz Grabowicz
Michal Kolmasiak
Mr. Michal Kolmasiak is a graduate of the University of Wroclaw in Wrocław, Faculty of Law and Administration _2001 _. He started his professional career in 2001, taking up a job at Dom Obrotu Wierzytelności Cash Flow S.A. and Sofor Inkaso s.c. as a debt collection specialist. From April 2002, he was a Member of the Management Board at Pragma Inkaso sp. z o.o., then at Pragma Inkaso S.A., and from January 2008 to January 2015, he was Vice President of the Management Board of Pragma Inkaso S.A., and from February 2021, he has been President of the Management Board of this company. From 2008 to 2017, he was a Member of the Management Board at Pragma Collect sp. z o.o. _now Pragma Faktor sp. z o.o._. Since 2006, he has been President of the Board of Directors at Guardian Investment sp. z o.o.. Since February 2011, he has served as Chairman of the Supervisory Board of PragmaGO S.A. Mr. Michal Kolmasiak submitted a statement that he does not run any business activity that competes with the Company, is not a partner in a civil partnership or partnership competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Monika Rogowska
Ms. Monika Rogowska graduated from the Warsaw School of Economics with a degree in Finance and Banking. She has 15 years of experience in private equity. She has been with Enterprise Investors _EI_ since November 2006. She started her career at EI from the position of Analyst, then was promoted to Chief Investment Officer, and as of January 2017 became Vice President. Ms. Monika Rogowska was also a member of the Supervisory Boards of several companies in the Enterprise Investors portfolio, and is currently a member of the Supervisory Board of Intersport ISI, d.o.o., based in Slovenia. From 2003 to 2006, she was a Credit Risk Analyst at Raiffeisen Bank Polska S.A., and then at Fortis Bank Polska S.A. _now BNP Paribas Polska_ and at Śląski Bank Hipoteczny S.A. _now ING Bank Hipoteczny_. Ms. Monika Rogowska made a declaration that she does not run any business activity that competes with the Company, is not a partner in a civil or private partnership competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Jakub Kuberski
Mr. Jakub Kuberski studied computer science and econometrics and law at the University of Warsaw. He has 10 years of experience in the private equity field. From 2010 to 2013 he was employed as an Analyst and Associate at Kulczyk Investments. Since October 2013, he has been associated with Enterprise Investors _EI_. He started his career at EI from the position of Analyst, then was promoted to Chief Investment Officer, and in July 2019 took the position of Vice President. Mr. Jakub Kuberski was also a member of the Supervisory Boards of several Enterprise Investors portfolio companies in the high-tech and financial services area; he is currently a member of the Supervisory Board of Unilink S.A., based in Warsaw. Mr. Jakub Kuberski has submitted a declaration that he is not engaged in any activities competitive to the Company, is not a partner in a civil partnership or partnership competitive to the Company, is not a member of a body of a company competitive to the Company, or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Dariusz Prończuk
Mr. Dariusz Prończuk is a graduate of the Faculty of Foreign Trade at SGPiS in Warsaw. He is Managing Partner at Enterprise Investors sp. z o.o. and Member of the Management Board in this company. Mr. Dariusz Prończuk is also a member of the Supervisory Boards of companies in the Enterprise Investors portfolio, currently a member of the Supervisory Board of Vehis Sp. z o.o. and Unilink S.A.. He has 35 years of experience in private equity and corporate finance in the Central European region. Since 1993, he has carried out more than 20 investments at Enterprise Investors, mainly in the financial services, IT, construction and FMCG sectors, including such investments as Lukas, Comp Rzeszów _now Asseco Poland_, COMP, Magellan, Kruk, Netrisk and AVG. Mr. Dariusz Prończuk has made a declaration that he is not engaged in any activities competitive to the Company, that he is not a partner in a civil partnership or partnership competitive to the Company, that he is not a member of a body of a company competitive to the Company, or a member of a body of any other legal person competitive to the Company, and that he is not a shareholder of the Company.
Agnieszka Kamola
Ms. Agnieszka Kamola graduated from the L. Kozminski Academy of Entrepreneurship and Management in Warsaw _now called Leon Kozminski Academy_ with a degree in Finance and Banking. She has more than 21 years of experience in sales, including more than 20 years in the area of e-commerce electronic payments. She was responsible for managing direct and indirect sales while working in managerial positions for companies such as eCard, eService, PayU and Straal. Since 2021, she has been running the company BISCOM Sebastian Bryzek as a succession administrator. Ms. Agnieszka Kamola has made a declaration that she does not conduct activities competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Bartosz Chytła
Mr. Bartosz Chytła is a graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology in Cracow. He holds an MBA from Ecole Nationale des Ponts et Chaussees in Paris and the University of Bristol. He began his professional career in 1996, at First Polish-American Bank S.A. Since 2004, he held the position of Vice President of the Board of Executives of Fortis Bank S.A.. From 2008 to 2012, he was first a Member and then President of the Management Board of Bank DnB NORD Polska S.A.. From 2012 to 2013, he held the position of Vice President of the Management Board of Getin Holding SA. From 2013 to 2015, he served as President of the Management Board of Meritum Bank ICB SA. From 2015 to 2019, he served as First Vice President of the Management Board of Nest Bank SA. Mr. Bartosz Chytła has made a declaration that he does not conduct activities competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Grzegorz Grabowicz
Mr. Grzegorz Grabowicz graduated from the University of Lodz in 1998 at the Faculty of Management and Marketing, with a specialization in Accounting. In 2010 he completed the program organized by Nottingham Trent University and WSB at the University of Poznan, obtaining the title EMBA _Executive Master of Business Administration_. In addition, Mr. Grzegorz Grabowicz is qualified as a Certified Public Accountant. Since January 2019, he has been a Member of the Board of Directors and Chief Financial Officer at Mabion S.A.. He gained knowledge and experience in management, successively working: in 1998-2003 in the Audit Department at Deloitte, in 2003 he served as Financial Controller at BFF Poland S.A. _formerly Magellan S.A._, from 2004 to 2017 he was Chief Financial Officer at BFF Polska S.A. and Vice President of the Management Board at BFF Polska S.A. From 2010 to 2013, he was President of the Management Board of MEDFinance S.A. From 2007-2017 he was a member of the Supervisory Board of Magellan Czech Republic and Magellan Slovakia. In 2013-2017 he was Chairman of the Supervisory Board of MEDFinance S.A.. Since November 2018 he has been a member of the Supervisory Board of XTB Dom Maklerski S.A., from 2014 to October 2018 he was a member of the Supervisory Board of Skarbiec Holding S.A.. From October 2017 to August 2020, he was a member of the Supervisory Board of Develia S.A. _formerly LC Corp S.A._ and from June 2018 to May 2019 he was a member of the Supervisory Board of Medicalgorithmics S.A. Mr. Grzegorz Grabowicz submitted a statement that he is not engaged in any activity competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal entity competitive to the Company, and is not a shareholder of the Company.
Legal basis: § 5 item 5 and § 10 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 58/2021
The Management Board of PragmaGO S.A. _”Issuer”_ announces to the public the contents of the resolutions adopted by the Ordinary General Meeting of Shareholders held at the Issuer’s headquarters, on June 23, 2021. The Ordinary General Meeting of Shareholders considered all of the items on the planned agenda, all of the resolutions put to a vote were adopted, and no objections were raised to any of the resolutions. Also attached to this report is a list of shareholders holding at least 5% of the total number of votes at the Annual General Meeting of Shareholders, as well as the Supervisory Board’s report on the remuneration of members of the management and supervisory boards for 2019 – 2020.
Attachments:
RB 57/2021
In accordance with the Terms and Conditions of Issuance of bonds of series M, O, P, R, S and A1, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of May 31, 2021, the nominal value of the pledged claims for each series amounted to.
for the M series PLN 15,678,367.
for the O series PLN 13,023,132.
for the P series, PLN 13,023,928.
For the R series, PLN 15,601,057.
for the S series PLN 9,142,048.
for the A1 series PLN 20,858,939.
Total value of the collection: PLN 87,327,470.
Total receipts to the pledged bank account established to secure receivables from the Series P, R, S and Series A1 Bonds for the last 6 months amounted to PLN 80,882,961.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 56/2021
Enclosed, the Issuer presents turnover and customer volume data for the month of May 2021.
Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Appendix:
1 PragmaGO turnover and number of clients in May 2021.
RB 55/2021
The Management Board of PragmaGO S.A., with its seat in Katowice, “the Company”, acting pursuant to Article 399 § 1 and Article 402 § 2 of the Commercial Companies Code, convenes the Annual General Meeting of the Company for June 23, 2021, at 12:00 p.m., to be held at the Company’s registered office, i.e. in Katowice, 72 Brynowska Street _”the General Meeting”_.
Enclosed, the Company’s Management Board transmits the notice convening the General Meeting of Shareholders, draft resolutions of the General Meeting of Shareholders, proxy voting form, report of the Supervisory Board including the report on the audit of the annual financial statements of the Company and the PragmaGO S.A. Capital Group with recommendations for the General Meeting of Shareholders, report of the Supervisory Board on the remuneration of members of the Management Board and the Supervisory Board, and report on the evaluation of the remuneration report.
Legal basis: § 19 (1) (1) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
Attachments:
1. announcement of the Management Board of PragmaGO S.A. to convene the AGM
2. voting form
3 Draft Resolutions of the AGM of the PGO 23.06.2021.
4. report on the activities of the Supervisory Board for 2020
5. report on the remuneration of members of the Management Board and Supervisory Board for 2019 and 2020
6. salary report evaluation report
RB 54/2021
The Management Board of the Issuer PragmaGO S.A. informs that on May 28, 2021. The Management Board of the Warsaw Stock Exchange (WSE) adopted Resolution No. 556/2021 to introduce 160,000 series A1 bearer bonds with a nominal value of PLN 100 each, issued by PragmaGO S.A., to trading on the primary market, effective May 31, 2021. The resolution of the Board of Directors of the Warsaw Stock Exchange S.A. comes into force on the day of its adoption.
Legal basis: § 17 (1) (2_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 53/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that the Company received on May 27, 2021 from Polish Enterprise Funds SCA a notice submitted in accordance with Article 69 (1) in connection with Article 87 (1) items. 5 and 6 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies. The full content of the received notification is attached.
Appendix:
Annex 1 – Notice under Art.
RB 52/2021
The Management Board of PragmaGO S.A. _”Issuer”_ informs that on May 25, 2021. The National Securities Depository S.A. issued a statement that it has entered into an agreement with the Issuer for the registration in the securities depository of 160,000 series A1 bearer bonds, which have been assigned ISIN code: PLGFPRE00222. The registration will take place within 3 days of receipt by the National Securities Depository S.A. of the decision to admit these bonds to trading on the regulated market.
RB 51/2021
The Management Board of PragmaGO S.A., based in Katowice, Poland _ the “Company” or the “Issuer”_ announces the completion of the subscription for the Series A1 bearer bonds issued pursuant to the Issuer’s Management Board Resolution No. 1/12.05.2021 dated May 12, 2021 under the Second Public Bond Issuance Program covered by the Base Prospectus approved by the Financial Supervision Commission on January 15, 2021. _”Bonds”_:
1_ subscription start date: April 26, 2021.
2_ subscription end date: May 11, 2021.
3_ date of allotment of Bonds: May 12, 2021.
4_ number of Bonds subscribed: 160,000 units,
5_ reduction rate per tranche: the issue was not divided into tranches, a proportional reduction was adopted, which amounted to 64.96%,
6_ number of Bonds subscribed for: 456.604,
7_ number of Bonds that were allocated in the subscription: 160,000 units,
8_ price at which the Bonds were taken up: PLN 100.00,
9_ number of persons who subscribed for the Bonds subscribed for in each tranche: the issue was not divided into tranches, 342 persons subscribed for the Bonds,
10_ the number of persons to whom the Bonds were allotted in the conducted subscription in individual tranches: the issue was not divided into tranches, the Bonds were allotted to 340 persons,
11_ name of _company_ of underwriters who subscribed for the Bonds under the execution of underwriting agreements: The Company did not enter into underwriting agreements,
12_ the value of the conducted subscription, understood as the product of the number of Bonds and the issue price: PLN 16,000,000.00,
13_ total costs of the Bonds issue amounted to: PLN 475,774.52, including the costs of preparing and conducting the offering: PLN 475,774.52,
14_ average subscription cost per unit of security: PLN 2.97,
Financial liabilities from the issuance of Bonds will be recognized at amortized cost using the effective interest rate method. Costs incurred in preparing and conducting the offering and consulting services related to the issuance of the Bonds will be included in the calculation of amortized cost in accordance with the application of the effective interest rate method and, as a result, will be amortized to the income statement over the term of the Bonds.
15_ all Bonds were subscribed for cash contributions.
The Issuer announced the issuance of the Bonds in Current Report No. 35/2021 dated April 21, 2021, and the allocation of the Bonds in Current Report No. 43/2021 dated May 12, 2021.
Legal basis: article 16 (1) of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 50/2021
The Management Board of PragmaGO S.A. with its seat in Katowice _”Company” or “Issuer”_ informs about the resolution of the Management Board of the Warsaw Stock Exchange No. 533/2021 dated May 21, 2021 on the admission to trading on the primary market of 160,000 series A1 bearer bonds issued by the Company _”Bonds”_ – as of the date of registration of the Bonds by the National Securities Depository.
The Issuer announced the issuance of the Bonds in Current Report No. 35/2021 dated April 21, 2021, and the allocation of the Bonds in Current Report No. 43/2021 dated May 12, 2021.
Legal basis: § 17 (1) (2_) of the Regulation of the Minister of Finance dated March 29, 2018. on current and periodic information _…_.
RB 49/2021
The Management Board of PragmaGO S.A. _”Issuer”_ informs that on May 20, 2021 it adopted a resolution on early redemption of series M bonds. The decision on early redemption is based on Article 76(1) of the Bond Law and para. 8 of the terms of issue. The early redemption includes all series M bonds, i.e. 12,000,000 units with a total nominal value of PLN 12 million. The bonds will be redeemed for cancellation. The date for determining the entities entitled to receive benefits from the early redemption of the bonds was set for May 28, 2021, and the early redemption date was set for June 7, 2021. Each bondholder entitled under the bonds, in accordance with the terms and conditions of the issue, will be paid the Early Redemption Amount by the Issuer on the redemption date, which consists of the bond principal, premium and interest. All settlement of the series M bonds will be carried out through the National Securities Depository S.A.
Legal basis – Article 17 (1) MAR – confidential information.
RB 48/2021
The Management Board of PragmaGO S.A. _”Issuer”_ announces to the public the contents of the resolutions adopted by the Extraordinary General Meeting of Shareholders held at the Issuer’s headquarters, on May 20, 2021. The Extraordinary General Meeting of Shareholders considered all of the items on the planned agenda, all resolutions put to a vote were adopted, and no objections were raised to any of the resolutions. A list of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting of Shareholders is also attached to this report.
In addition, the Issuer’s Management Board informs that the Extraordinary General Meeting of Shareholders on May 20, 2021 appointed as members of the Supervisory Board of PragmaGO S.A.: Ms. Agnieszka Kamola, Mr. Bartosz Chytła and Mr. Grzegorz Grabowicz. The current composition of the Supervisory Board of PragmaGO S.A. is as follows:
– Michał Kolmasiak
– Monika Rogowska
– Jakub Kuberski
– Dariusz Prończuk
– Agnieszka Kamola
– Bartosz Chytła
– Grzegorz Grabowicz
Mr. Grzegorz Grabowicz graduated from the University of Lodz in 1998 at the Faculty of Management and Marketing, with a specialization in Accounting. In 2010, he completed the program organized by Nottingham Trent University and WSB at the University of Poznan, obtaining the title of EMBA _Executive Master of Business Administration_. In addition, Mr. Grzegorz Grabowicz is qualified as a Certified Public Accountant. Since January 2019, he has been a Member of the Board of Directors and Chief Financial Officer at Mabion S.A.. He gained knowledge and experience in management, successively working: in 1998-2003 in the Audit Department at Deloitte, in 2003 he served as Financial Controller at BFF Poland S.A. _formerly Magellan S.A._, from 2004 to 2017 he was Chief Financial Officer at BFF Polska S.A. and Vice President of the Management Board at BFF Polska S.A. From 2010 to 2013, he was President of the Management Board of MEDFinance S.A. From 2007-2017 he was a member of the Supervisory Board of Magellan Czech Republic and Magellan Slovakia. In 2013-2017 he was Chairman of the Supervisory Board of MEDFinance S.A.. Since November 2018 he has been a member of the Supervisory Board of XTB Dom Maklerski S.A., from 2014 to October 2018 he was a member of the Supervisory Board of Skarbiec Holding S.A.. From October 2017 to August 2020, he was a member of the Supervisory Board of Develia S.A. _formerly LC Corp S.A._ and from June 2018 to May 2019 he was a member of the Supervisory Board of Medicalgorithmics S.A. Mr. Grzegorz Grabowicz submitted a statement that he is not engaged in any activity competitive to the Company, is not a partner in a civil partnership or partnership competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal entity competitive to the Company, and is not a shareholder of the Company.
Ms. Agnieszka Kamola graduated from the L. Kozminski Academy of Entrepreneurship and Management in Warsaw _now called Leon Kozminski Academy_ with a degree in Finance and Banking. She has more than 21 years of sales experience, including more than 20 years in the area of e-commerce payments. She was responsible for managing direct and indirect sales while working in managerial positions for companies such as eCard, eService, PayU and Straal. Since 2021, she has been running the company BISCOM Sebastian Bryzek as succession administrator. Ms. Agnieszka Kamola has made a declaration that she does not conduct activities competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Mr. Bartosz Chytła is a graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology in Cracow. He holds an MBA from Ecole Nationale des Ponts et Chaussees in Paris and the University of Bristol. He began his professional career in 1996, at First Polish-American Bank S.A. Since 2004, he held the position of Vice President of the Board of Executives of Fortis Bank S.A.. From 2008 to 2012, he was first a Member and then President of the Management Board of Bank DnB NORD Polska S.A.. From 2012 to 2013, he held the position of Vice President of the Management Board of Getin Holding SA. From 2013 to 2015, he served as President of the Management Board of Meritum Bank ICB SA. From 2015 to 2019, he served as First Vice President of the Management Board of Nest Bank SA. Mr. Bartosz Chytła has made a declaration that he does not conduct activities competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Legal basis: § 5 para. 4 and § 19 (1) points 6_, 7_ and 9_ of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
Attachments:
1. Resolutions adopted by the EGM 20.05.2021.
2. List of shareholders of the EGM 20.05.2021.
RB 47/2021
The Management Board of PragmaGO S.A. _hereinafter: the “Issuer”_ informs that on May 20, 2021 it received from Mr. Piotr Lach, member of the Issuer’s Supervisory Board, a statement of resignation from his position. The reason for the resignation is important personal reasons.
Legal basis: § 5 para. 4 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
RB 46/2021
The Management Board of PragmaGO S.A. _hereinafter: the “Issuer”_ informs that on May 19, 2021 it received from Mr. Zbigniew Zgola, member of the Issuer’s Supervisory Board, a statement of resignation from his position. The reason for the resignation is important personal reasons.
Legal basis: § 5 para. 4 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
RB 45/2021
In accordance with the Terms of Issuance of bonds of series M, O, P, R and S, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of April 30, 2021, the nominal value of the receivables included in the set of pledged receivables for each series amounted to.
For the M series, PLN 15,605,702.
For the O series, PLN 13,820,489.
for the P series, PLN 13,006,462.
for the R series, PLN 16,047,883.
for the S Series 9,210,869 zloty.
Total value of the collection: PLN 67,691,406.
Total receipts to the pledged bank account established to secure receivables from the Series P, R and Series S Bonds for the last 6 months amounted to PLN 75,313,181.
Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 44/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that it has become aware of the registration by the District Court of Katowice-Wschód in Katowice on May 13, 2021 in the Register of Entrepreneurs of the National Court Register of amendments to the Company’s Articles of Association adopted pursuant to Resolution No. 3 of the Extraordinary General Meeting of Shareholders of February 02, 2021. The entire Articles of Association has been amended – with the exception of §4 item 1. The Company informed about the adoption of Resolution No. 3 on amendments to the Articles of Association by the Extraordinary General Meeting of Shareholders on February 02, 2021 in current report No. 12/2021 dated February 02, 2021. The consolidated text of the Company’s Articles of Association, taking into account the above amendments, is attached to this current report. Legal basis: § 5 para. 1 of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information _…_. Attachment – Statute_PragmaGO_S.A._text_uniform.pdf |
RB 43/2021
With reference to current report No. RB 35/2021 dated April 21, 2021 regarding the issue of bonds under the Second Public Bond Issuance Program _Program_, the Board of Directors of PragmaGO S.A. _Company_ informs that on May 12, 2021, it adopted a resolution _Resolution_ on the allotment of Series A1 secured ordinary bearer bonds issued under the _Bonds_ Program. A total of 160,000 Bonds were offered under the public offering at an issue price of PLN 100 each Bond.
The Board of Directors allotted 160,000 Bonds with a total par value of PLN 16,000,000. The issue of Bonds was completed.
As a result of proportional reduction, which amounted to 64.96%, the Company allocated 160,000 Bonds in response to the subscriptions of 340 Investors. At the same time, the Company informs that detailed information summarizing the Bond issue will be provided in a separate current report. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU_ No. 596/2014 _MAR_.
RB 42/2021
Turnover and customer volume data as of April 2021.
Enclosed the Issuer presents data on turnover and number of Customers for the month of April 2021. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Attachments:
RB 41/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that the Company received on May 06, 2021 from Polish Enterprise Funds SCA a notice on the acquisition of shares submitted in accordance with Article 69, paragraph 2, item 2 and in accordance with Article 69a, paragraph 1, item. 3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005. The full content of the received notification is attached.
Appendix 1 – Notice of acquisition of shares
RB 40 / 2021
The Management Board of PragmaGO S.A. “the Company” informs that it has become aware of the registration by the District Court of Katowice-East in Katowice on April 30, 2021 of an increase in the Issuer’s share capital by the amount of PLN 1,657,459.00. The Issuer’s share capital was increased as a result of the issuance of 1,657,459 series E bearer shares.
After the registration of the increase, the Company’s share capital amounts to PLN 4,409,626.00 and is divided into 4,409,626 shares with a nominal value of PLN 1.00 each, including:
1_ 703,324 series A registered shares preferred as to voting so that each share has 2 votes;
2_ 1,200,000 series B bearer shares;
3_ 662,586 series C bearer shares;
4_ 186,257 series D bearer shares;
5_ 1,657,459 series E bearer shares.
The total number of votes from all issued shares of the Issuer is 5,112,950.
The share capital increase was carried out on the basis of Resolution No. 3 of the Extraordinary General Meeting of Shareholders dated March 03, 2021, which the Issuer announced in current report No. 24/2021 dated March 03, 2021.
The consolidated text of the Company’s Articles of Association, taking into account the amendments described in this current report, is attached to this current report.
Legal basis: § 5 para. 1 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information ….
Appendix – PragmaGO SA – consolidated text of the Articles of Association
RB 39 / 2021
The Management Board of PragmaGO S.A. _Emitter_ informs that today, i.e. April 29, 2021, it has concluded an annex to the multi-purpose credit limit agreement previously concluded with one of the banks engaged in financing business entities. According to the provisions of the annex, the credit limit was increased from PLN 10,800,000.00 to PLN 17,800,000.00. and will expire on April 30, 2023.
Legal basis – Article 17 (1) MAR
RB 38/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that on April 23, 2021. The Supervisory Board of PragmaGO S.A. passed resolutions to appoint, effective April 23, 2021, the Management Board of PragmaGO S.A. for another joint five-year term. The composition of the Company’s Management Board has not changed and is as follows:
– Tomasz Boduszek – President of the Management Board;
– Jacek Obrocki – Vice President of the Management Board;
– Daniel Mączyński – Vice President of the Management Board.
Tomasz Boduszek
Mr. Tomasz Boduszek is a graduate of the University of Silesia in Katowice, Faculty of Law and Administration _2001 _. Since September 2003, he served as President of the Management Board of Pragma Inkaso sp. z o.o. – and after the company was transformed into a joint stock company, he served as President of the Management Board from December 2007 to February 2021. Since 2011, he has served as President of the Management Board of PragmaGO S.A. In addition, Mr. Tomasz Boduszek held the following positions in management or supervisory bodies: Pragma Trade S.A. based in Tarnowskie Góry – Member of the Supervisory Board from 2010 to 2014, Dabex – Grupa Pragma sp. z o.o. based in Tarnowskie Góry – Vice President of the Management Board from 2007 to 2009, Meridum sp. z o.o. based in Katowice – Member of the Management Board from 2014 to 2021, Guardian Investment sp. z o.o. based in Tarnowskie Góry – Member of the Management Board from 2006 to February 2021.
Mr. Tomasz Boduszek holds the following positions in management or supervisory bodies:
– PragmaGO S.A. based in Katowice – President of the Management Board since 2011,
– Pragma Faktor sp. z o.o. based in Katowice – Member of the Management Board since 2018,
– Brutto sp. z o.o. based in Warsaw – Member of the Supervisory Board since 2020.
Mr. Tomasz Boduszek is not engaged in any form of activity competitive to the Issuer. He does not participate in a competitive company as a partner in a civil partnership, a partnership or as a member of a body of a capital company, and does not participate in any other competitive legal person as a member of its body. In addition, he is not listed in the Register of Insolvent Debtors, maintained on the basis of the National Court Register Act.
Daniel Mączyński
Mr. Daniel Mączyński holds a university degree. He graduated from the School of Management – Polish Open University in Warsaw, completed an EMBA at the Polish Open University training center in Warsaw at the Vistula Academy of Finance and Business and Oxford Brookes University. He completed workshops related to strategic management developed by Harvard Business Publishing and participated in the Elite Sales Program of Harvard Business Review. Mr. Daniel Mączyński held the following positions at Raiffeisen Leasing Polska S.A. from 2000 to 2015, among others: Deputy Sales Network Director, Macroregion Director, Region Director, Senior Account Manager, Account Manager. From 1996 to 1997, he worked at Pomorski Towarzystwo Leasingowe S.A.
Mr. Daniel Mączyński holds the following positions in management or supervisory bodies:
– PragmaGO S.A. based in Katowice – Vice President of the Management Board since 2016,
– Pragma Faktor sp. z o.o. based in Katowice – Member of the Management Board since 2018,
– Brutto sp. z o.o. based in Warsaw – Member of the Management Board since 2020,
– Mint Software sp. z o.o. based in Krakow – Proxy since 2018,
Mr. Daniel Mączyński is not engaged in any form of activity competitive to the Issuer. He does not participate in a competitive company as a partner in a civil partnership, a partnership or as a member of a body of a capital company, and does not participate in any other competitive legal person as a member of its body. In addition, he is not listed in the Register of Insolvent Debtors, maintained on the basis of the National Court Register Act.
Jacek Obrocki
Mr. Jacek Obrocki is a graduate of the Karol Adamiecki University of Economics in Katowice, Department of Economics, specialization in international economic relations _1998 _. He was a participant of numerous trainings in JBO, MBO, M&A, accounting _PSR, IAS, US GAAP_, public securities law, commercial law. He completed the preparatory course for investment and tax advisors and the CCIM _Certified Commercial Investment Member_ course. He obtained the title of Chartered Financial Analyst _CFA_ _2005-2007_.
Mr. Jacek Obrocki from 1997 until the end of August 2011 was employed at Dom Maklerski BDM S.A. successively in the following positions: stock market analyst _1997 – 1999_, Deputy Director of the Analysis and Information Department _1999 – 2000_, Director of the Analysis and Information Department _2002 – 2005_, Director of the Investment Banking Department _2005 – 2011_.
Mr. Jacek Obrocki also held positions in management or supervisory bodies: Future Screen sp. z o.o., SATUS Venture sp. z o.o., GC Investment S.A. Fabryka Części Rowerowych “Romet-Wałcz” sp. z o.o., Towarzystwo Budownictwa Społecznego TBS Budostal – 3 sp. z o.o., Invico S.A., LeaseLink Sp. z o.o. From October 2016 to May 2019, he was a member of the Board of Directors at Pragma Inkaso S.A., from 2012 to 2021, he was President of the Board of Directors at Meridum sp. z o.o., while from February 2011 to August 08, 2016, he was a member of the Supervisory Board at PragmaGO S.A..
Mr. Jacek Obrocki holds the following positions in management or supervisory bodies:
– Olson sp. z o.o., based in Katowice – President of the Management Board since 2015,
– PragmaGO S.A., based in Katowice – Vice President of the Management Board since 2019,
– Brutto sp. z o.o., based in Warsaw – Member of the Supervisory Board since 2020.
Mr. Jacek Obrocki is not engaged in any form of activity competitive to the Issuer. He does not participate in a competitive company as a partner in a civil partnership, a partnership or as a member of a body of a capital company, and does not participate in another competitive legal person as a member of its body. In addition, he is not listed in the Register of Insolvent Debtors, maintained on the basis of the National Court Register Act.
Legal basis: § 5 item 5 and § 10 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 37/2021
The Board of Directors of PragmaGO S.A., based in Katowice _”the Company”_, acting pursuant to Article 399 § 1 and Article 402 § 2 of the Commercial Companies Code, convenes an Extraordinary General Meeting of the Company for May 20, 2021, at 12:00 p.m., to be held at the Company’s registered office, i.e. in Katowice, 72 Brynowska Street _”the General Meeting”_.
Enclosed, the Company’s Board of Directors provides the notice convening the General Meeting, draft resolutions for the General Meeting and the form for voting by proxy.
Article 56(1)(2) of the Public Offering Act – current and periodic information
Attachments:
Announcement of the Management Board of PragmaGO S.A. about conveningtheAGM
Draft resolutions of the AGM of PragmaGO S.A.
RB 36/2021
The Management Board of PragmaGo S.A., based in Katowice _”Issuer_, informs that on April 21, 2021. The Issuer has entered into an agreement with Chabasiewicz, Kowalska and Partners Radcowie Prawni, headquartered in Kraków _”Pledge Administrator”_ acting as a pledge administrator on its own behalf, but for the benefit of bondholders entitled under the Series A1 Bonds issued by the Issuer under the Second Public Bond Issuance Program _”Series A1 Bonds”_, a registered pledge agreement on a set of floating rights _”Set Pledge Agreement”_ and a registered pledge agreement on receivables from a bank account _”Account Pledge Agreement”_, to secure the receivables of bondholders entitled under the Series A1 Bonds.
The registered pledge on a collection of floating rights, which is the subject of the Collection Pledge Agreement, was established up to the highest security amount of PLN 20,800,000.
Under the Collection Pledge Agreement, the Issuer undertook not to sell or encumber the object of the registered pledge as a whole, or the individual receivables included in the collection, before the expiration of the pledge. The Collection Pledge Agreement stipulates that the Pledge Administrator may, at its discretion, satisfy the Bondholders’ claims from the pledged object: through court enforcement proceedings, through sale by public tender conducted by a bailiff or notary public, by taking ownership of the collection of receivables as a pledged object.
The registered pledge on the Issuer’s present and future rights, receivables and claims against the bank maintaining the Issuer’s bank account, including in particular a claim for payment of amounts accumulated in the account together with all accrued interest, which is the subject of the Account Pledge Agreement, was established up to the highest security amount of PLN 20,800,000.
The Account Pledge Agreement provides that the Pledge Administrator may, at its option, satisfy the Bondholders’ claims from the pledged property: through judicial enforcement proceedings or by taking ownership of the pledged property.
The Issuer announced the issuance of the Series A1 Bonds in current report No. 35/2021 dated April 21, 2021.Legal basis: Article 17 (1) MAR – confidential information.
RB 34/2021
The Management Board of PragmaGO S.A. informs that in the interim consolidated annual report for 2020, published on April 20, 2021, in the statement of profit or loss and comprehensive income on page 30, the amount of income from purchased receivables and the amount of income from loans were incorrectly indicated.
In the report, the value of revenue from purchased receivables was indicated as: 3,468,863.93, while the correct value of revenue from purchased receivables is: 24,730.70 In the report, the value of revenue from loans was indicated at: 24,730.70, while the correct value from loans is: 3 468 863,93.
The above-described error does not affect the other financial information and data contained in the report.
In view of the above, the Company is releasing a corrected Report to the public today.
Legal basis:§ 15(4) of the Ordinance of the Minister of Finance dated March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state
RB 35/2021
The Board of Directors of PragmaGo S.A., based in Katowice, Poland _ the “Company” or the “Issuer”_ informs that on April 21, 2021, it adopted a resolution on the issuance and determination of the final terms and conditions of the issuance of Series A1 Bonds _ the “Bonds”_. The Bonds are issued under the Second Public Bond Issuance Program covered by the Base Prospectus approved by the Financial Supervision Commission on January 15, 2021.
The Bonds will be offered through a public offering. No more than 160,000 _one hundred sixty thousand_ Bonds with a nominal value of PLN 100.00 _one hundred_ each will be offered under the Bonds issue. The total par value of the Bonds shall be no more than PLN 16,000,000.00 _sixteen million_. The issue price of the Bonds shall be equal to the par value.
The interest rate on the Bonds is variable, and has been set at WIBOR for three-month zloty loans on the Polish interbank market _WIBOR 3M_ plus a fixed margin of 3.90 p.p. _three and ninety hundredths of a percentage point_, subject to an increase in the amount of the margin in the event the Issuer’s Debt Index is exceeded on the terms described in the Final Terms of the Bond Issue.
The Issuer will redeem the Bonds within 4 years from the date of allotment. The Issuer will have the right of early redemption of the Bonds, the rules for the exercise of which will be described in the Final Terms of the Bonds. In particular, the Bonds will be secured by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a registered pledge on the Issuer’s bank account. Details of the collateral for the Bonds are presented in the Basic Prospectus and the Final Terms of the Bonds.
The bonds will be dematerialized and the Issuer will apply for their introduction to trading on the Catalyst regulated market operated by the Warsaw Stock Exchange.
The Issuer announced the determination of the Second Public Bond Issuance Program through current report No. 38/2020 dated September 21, 2020.
Legal basis: Article 17 (1) MAR – confidential information.
RB 33/2021
The issuer announces that it is changing the date of publication of the separate and consolidated annual report for 2020 from April 26, 2021 to April 20, 2021. Legal basis: par. 80 paragraph 2 of the MF Regulation of 29.03.2018 on current and periodic information _…_.
RB 32/2021
In accordance with the Terms of Issuance of bonds of series L, M, N, O, P, R and S, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of March 31, 2021, the nominal value of the receivables included in the set of pledged receivables for each series was.
for the L series PLN 19,501,349. for the M series PLN 15,726,583. for the N series PLN 5,633,641. for the O series PLN 13,000,101. for the P series PLN 13,005,975. for the R series PLN 15,635,828. for the S series PLN 9,107,967.
Total value of the collection: PLN 91,611,444.
Total receipts to the bank account covered by the registered pledge established to secure receivables under the Series P, Series R and Series S Bonds for the last 6 months amounted to PLN 68,187,286. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 31/2021
The Management Board of PragmaGO S.A. _”Issuer”_, announces that on April 12, 2021. The Issuer’s Board of Directors adopted a resolution to cancel the financial forecasts communicated to the public in current report No. 50/2020 dated November 26, 2020. The resolution was adopted after an analysis by the Company’s Board of Directors, in particular in connection with the Extraordinary General Meeting of the Company on March 3, 2021. resolution on increasing the Company’s share capital through the issuance of series E ordinary bearer shares, on depriving existing shareholders in full of the preemptive right to all series E shares, on dematerialization of series E shares and authorization to conclude an agreement on registration of series E shares in the securities depository and on amending the Company’s Articles of Association, on concluding an agreement with Polish Enterprise Funds SCA with its registered office in Luxembourg _”Investor”_ on taking up series E shares and on the Investor’s payment of the amount of PLN 30.000,007.90 PLN being the total issue price of E series shares taken up by the Investor. The basic assumption of the published forecasts was the lack of recapitalization of the Issuer by the Investor or another entity. In connection with the recapitalization of the Issuer by the Investor, the basic assumption of the forecasts fell off, and the forecasts lost their validity. The Issuer informed about the resolution on the share capital increase and the payment of the total issue price for the shares subscribed in the increased share capital by the Investor in current report No. 24/2021 dated 03/03/2021 and current report No. 25/2021 dated 05/03/2021. Legal basis: Article 17 (1) MAR – confidential information
RB 30/2021
The Management Board of PragmaGO S.A. _Emitter_ informs that on April 08, 2021 it made a decision on early redemption of series N bonds. The decision on early redemption is based on Article 76(1) of the Bond Law and the terms of issue. The early redemption includes series N bonds, i.e. 35,000 units with a total nominal value of PLN 3.5 million. The bonds will be redeemed for cancellation. The date for determining the entities entitled to receive benefits from the early redemption of the bonds was set for April 16, 2021, and the early redemption date was set for April 23, 2021. To each bondholder entitled under the bonds, in accordance with the terms of issue, on the redemption date, the Issuer will pay the Early Redemption Amount, which consists of the bond principal, interest and premium. All settlements on account of series N bonds will be carried out by the entity keeping their records – Dom Maklerski BDM S.A. Legal basis – Article 17 (1) MAR – confidential information.
RB 29/2021
The Management Board of PragmaGO S.A. _Emitter_ informs that on April 08, 2021 it adopted a resolution on early redemption of series L bonds. The decision on early redemption finds its basis in Article 76, paragraph 1 of the Bond Law and in para. 8 of the terms of issue. The early redemption includes all series L bonds, i.e. 150,000 units with a total nominal value of PLN 15 million. The bonds will be redeemed for cancellation. The date for determining the entities entitled to receive benefits from the early redemption of the bonds was set for April 16, 2021, and the early redemption date was set for April 23, 2021. Each bondholder entitled under the bonds, in accordance with the terms and conditions of the issue, on the redemption date, the Issuer will pay the Early Redemption Amount, which consists of: the nominal amount of the bonds and interest. All settlements of the series L bonds will be carried out through the National Depository for Securities. Legal basis – Article 17 (1) MAR – confidential information.
RB 28/2021
Enclosed the Issuer presents data on turnover and number of Customers for the month of March 2021. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
RB 27/2021
In accordance with the Terms of Issuance of bonds of series L, M, N, O, P, R and S, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of February 28, 2021, the nominal value of the claims included in the set of pledged claims for each series amounted to.
for L series PLN 19,500,053. for the M series PLN 15,602,915. for the N series PLN 5,305,658. for O series PLN 13,000,567. for the P series PLN 13,007,878. for the R series PLN 15,662,125. for the S series PLN 9,104,671.
Total value of the collection: PLN 91,183,867.
Total receipts to the bank account covered by the registered pledge established to secure receivables under the Series P, Series R and Series S Bonds for the last 6 months amounted to PLN 61,901,978. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 26/2021
Enclosed the Issuer presents data on turnover and number of Customers for the month of February 2021. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Appendix:
PragmaGO turnover and number of customers II 2021
RB 25/2021
The Management Board of PragmaGO S.A. (the “Company” or the “Issuer”) announces that today it has entered into an agreement with Polish Enterprise Funds SCA, based in Luxembourg (the “Investor”) to acquire series E shares (the “Share Subscription Agreement“). The conclusion of this agreement took place in connection with the adoption by the Company’s Extraordinary General Meeting of March 03, 2021 of Resolution No. 3 on increasing the Company’s share capital through the issuance of ordinary series E shares, depriving existing shareholders of the preemptive right to all series E shares, dematerialization of series E shares and authorization to conclude an agreement for the registration of series E shares with a securities depository and amendment of the Company’s Articles of Association, the contents of which were announced by the Issuer in current report No. 24/2021 dated March 03, 2021. (the “Issue Resolution“). Pursuant to the provisions of the Share Subscription Agreement, the Investor accepted the Company’s offer to subscribe for 1,657,459 Series E ordinary bearer shares with a nominal value of PLN 1 issued pursuant to the Issue Resolution at a price of PLN 18.10 per share, i.e. a total issue price of PLN 30,000,007.90. At the same time, the Issuer informs that the total issue price was paid in full by the Investor. Legal basis: legal basis – Article 17 (1) MAR – confidential information.
RB 24/2021
The Management Board of PragmaGO S.A. hereby announces the contents of the resolutions passed by the Extraordinary General Meeting of Shareholders which took place at the Issuer’s headquarters on March 03, 2021. The Extraordinary General Meeting of Shareholders considered all of the items on the planned agenda, passed all resolutions that were included in the drafts presented by the Management Board, and no objections were raised to any of the resolutions. A list of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting is also attached to this report. Legal basis: § 19 (1) points 6_, 7_ and 9_ of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
Attachments:
Resolutions adopted at the EGM
RB 23/2021
The Management Board of PragmaGO S.A. informs that today it received a statement of resignation from Mr. Grzegorz Borowski, member of the Issuer’s Supervisory Board. The reason for the resignation is important personal reasons. Legal basis: § 5 pt. 4 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
Legal basis: § 5 para. 4 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
RB 22/2021
The Management Board of PragmaGO S.A. _Emitter_ informs that on 15.02.2021 it received notifications on transactions on the Issuer’s shares, sent in accordance with Article 19(1) of the MAR Regulation, by Pragma Inkaso S.A. i.e. a person closely related to a person performing managerial duties at the Issuer. The content of the information is included in the attachments to this report.
Annex 1 – Notice 19 MAR.1 Annex 2 – Notice 19 MAR.2
Legal basis: article 19 (3) MAR
RB 21/2021
In accordance with the Terms and Conditions of Issuance of bonds of series L, M, N, O, P, R and S, PRAGMAGO S.A. presents a report on the status of the pledged receivables securing the claims of bondholders of these series. As of January 31, 2021, the nominal value of the pledged claims for each series amounted to.
for L series PLN 19,631,362. for M series PLN 15,659,547. for the N series PLN 5,231,836. for the O series PLN 13,304,666. for the P series PLN 13,003,661. for the R series PLN 15,893,014. for the S series PLN 9,358,921.
Total value of the collection: PLN 92,083,007.
Total inflows to the bank account covered by the registered pledge established to secure the receivables from the Series P, R and Series S Bonds for the last 6 months amounted to PLN 58,235,845. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 20/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that the Company received on February 11, 2021 from Polish Enterprise Funds SCA a notification on the acquisition of a significant block of shares, submitted in accordance with Article 69(1)(1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005. The full content of the notification is attached to this report.
Appendix 1 – Notification of acquisition of a significant block of shares
Legal basis: Art. 70 item 1 of the Public Offering Act – acquisition or disposal of a significant block of shares
RB 19/2021
The Management Board of PragmaGO S.A. _”the Company”_ informs that on February 11, 2021 the Company received from Pragma Inkaso S.A., based in Tarnowskie Góry, a notification under Article 69 paragraph 1 point 2 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, that its share in the total number of votes in the Company decreased to less than 15% of the total number of votes as a result of the sale of the Company’s shares. The full content of the notification is attached to this report. Attachment 1 – Shareholder’s notification on sale of shares
Legal basis: Art. 70 item 1 of the Public Offering Act – acquisition or disposal of a significant block of shares
RB 18 / 2021
In reference to current report no. 28/2020 and 36/2020, the Issuer informs that today the entire project of offering factoring services at allegro.pl has been launched. The project consists in Allegro and PragmaGO providing online factoring services to users selling goods at allegro.pl with assumption of solvency risk, in order to enable these users to receive immediate payment for sold goods, and buyers to purchase goods with deferred payment. The execution of the service will take place online, in the Allegro.pl and Navi PragmaGO applications communicating with each other. Legal basis – Article 17 (1) MAR – confidential information.
RB 17/2021
The Management Board of the Issuer announces that it has received information about the settlement of the tender offer for the sale of 2,752,167 shares in PragmaGO S.A. (the “Company”) representing 100% of the Company’s share capital and entitling to 100% of votes at the Company’s general meeting, announced on November 26, 2020 by Polish Enterprise Funds SCA. As a result of the tender offer, Polish Enterprise Funds SCA acquired 2,027,336 shares in the Company. The Issuer informed about the content of the tender offer in current report No. 51/2020 dated 26/11/2020. As a result of the acquisition of the Company’s shares by Polish Enterprise Funds SCA, the parent company of the Company has changed. Legal basis: Article 17 (1) MAR – confidential information.
Legal basis: Article 17 (1) MAR – confidential information.
RB 16 / 2021
The Issuer’s Management Board informs that as of February 08, 2021 the composition of the Issuer’s Supervisory Board has changed. The Supervisory Board of PragmaGO S.A. _”Company”_ were appointed: Ms. Monika Rogowska, Mr. Jakub Kuberski, Mr. Piotr Lach and Mr. Dariusz Prończuk. At the same time, the following were dismissed from the Issuer’s Supervisory Board: Mr. Rafał Witek and Mr. Marek Mańka. The current composition of the Supervisory Board of PragmaGO S.A. is as follows:
- Michał Kolmasiak
- Zbigniew Zgoła
- Grzegorz Borowski
- Monika Rogowska
- Jakub Kuberski
- Piotr Lach
- Dariusz Prończuk
The Issuer reported in Current Report No. 12/2021 of 02/02/2021 that the Extraordinary General Meeting of Shareholders on 02/02/2021 adopted Resolutions No. 4 – 9 changing the composition of the Supervisory Board as of the date of settlement of the transaction for the purchase of the Company’s shares in accordance with the tender offer for the Company’s shares announced by Polish Enterprise Funds SCA on November 26, 2020. At the same time, according to the contents of current report No. 4/2021 dated 08/02/2021 announced by Pragma Inkaso S.A., the settlement of this transaction took place on 08/02/2021. Ms. Monika Rogowska graduated from the Warsaw School of Economics with a degree in Finance and Banking. She has 15 years of experience in the private equity field. She has been with Enterprise Investors _EI_ since November 2006. She started her career at EI from the position of Analyst, then was promoted to Chief Investment Officer, and as of January 2017 became Vice President. Ms. Monika Rogowska was also a member of the Supervisory Boards of several companies in the Enterprise Investors portfolio, and is currently a member of the Supervisory Board of Intersport ISI, d.o.o., based in Slovenia. From 2003 to 2006, she was a Credit Risk Analyst at Raiffeisen Bank Polska S.A., and then at Fortis Bank Polska S.A. _now BNP Paribas Polska_ and at Śląski Bank Hipoteczny S.A. _now ING Bank Hipoteczny_. Ms. Monika Rogowska made a declaration that she does not run any business activity that competes with the Company, is not a partner in a civil or partnership company competing with the Company, is not a member of a body of a company competing with the Company, or a member of a body of any other legal person competing with the Company, and is not a shareholder of the Company. Mr. Jakub Kuberski studied computer science and econometrics and law at the University of Warsaw. He has 10 years of experience in the private equity field. From 2010 to 2013 he was employed as an Analyst and Associate at Kulczyk Investments. Since October 2013, he has been associated with Enterprise Investors _EI_. He started his career at EI from the position of Analyst, then was promoted to Chief Investment Officer, and in July 2019 took the position of Vice President. Mr. Jakub Kuberski was also a member of the Supervisory Boards of several Enterprise Investors portfolio companies in the high-tech and financial services area; he is currently a member of the Supervisory Board of Unilink S.A., based in Warsaw. Mr. Jakub Kuberski has submitted a declaration that he is not engaged in any activity competitive with the Company, is not a partner in a civil partnership or partnership competitive with the Company, is not a member of a body of a company competitive with the Company or a member of a body of any other legal person competitive with the Company, and is not a shareholder of the Company. Mr. Piotr Lach graduated from the Warsaw School of Economics with a degree in finance and accounting. From 2014 to 2017 he worked with PwC Polska sp. z o.o. as an Associate. He started his career at EI in 2017 with the position of Analyst, and then from January 2021.
He took the position of Investment Director. Currently, Mr. Piotr Lach sits on the Supervisory Boards of Wento sp. z o. o. and Vehis group companies. Mr. Piotr Lach submitted a declaration that he does not conduct activity competitive with the Company, is not a partner in a civil partnership or partnership competitive with the Company, is not a member of a body of a company competitive with the Company or a member of a body of any other legal person competitive with the Company, and is not a shareholder of the Company. Mr. Dariusz Prończuk is a graduate of the Faculty of Foreign Trade at the Warsaw School of Economics. He is the Managing Partner at Enterprise Investors sp. z o.o. and a Member of the Management Board of this company. Mr. Dariusz Prończuk is also a member of the Supervisory Boards of companies in the Enterprise Investors portfolio, currently a member of the Supervisory Board of Vehis Sp. z o.o. and Unilink S.A.. He has 35 years of experience in private equity and corporate finance in the Central European region. Since 1993, he has carried out more than 20 investments at Enterprise Investors, mainly in the financial services, IT, construction and FMCG sectors _including such investments as Lukas, Comp Rzeszów [aktualnie Asseco Poland], COMP, Magellan, Kruk, Netrisk and AVG_. Mr. Dariusz Prończuk has made a declaration that he is not engaged in any activities competitive to the Company, is not a partner in a civil or partnership company competitive to the Company, is not a member of a body of a company competitive to the Company or a member of a body of any other legal person competitive to the Company, and is not a shareholder of the Company.
Legal basis: § 5 item 5 and § 10 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 15/2021
Enclosed the Issuer presents data on turnover and number of Customers for the month of January 2021. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
Appendix 1 – PragmaGO turnover and number of clients I 2021
RB 14/2021
The Management Board of PragmaGO S.A., based in Katowice (the “Company”), acting on the basis of Article 399 § 1 and Article 402(2) of the Commercial Companies Code, convenes an Extraordinary General Meeting of Shareholders of the Company for March 03, 2021, at 12:00 p.m., to be held at the registered office of the Company, i.e. in Katowice, 72 Brynowska Street (the “General Meeting”). The Extraordinary General Meeting of Shareholders is convened in fulfillment of the request to convene the meeting submitted by the shareholder, which is Pragma Inkaso S.A., about which the Issuer informed in current reports No. 6/2021 and 13 /2021. Enclosed the Company’s Management Board transmits the notice of convening the General Meeting of Shareholders, draft resolutions of the General Meeting of Shareholders, proxy voting form and the position of the Management Board of PragmaGO S.A..
Legal basis: § 19 (1) (1) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
Attachment 1 – Announcement of the Management Board of PragmaGO S.A. about the convening of the AGM. Attachment 2 – Draft resolutions of the AGM Attachment 3 – Position of the Management Board of PragmaGO S.A.. Appendix 4 – Form for voting by proxy
RB 13/2021
The Management Board of the Issuer PragmaGO S.A. informs that on March 05, 2021 it received from a shareholder representing more than one-twentieth of the Company’s share capital, i.e. Pragma Inkaso S.A. based in Tarnowskie Góry, acting on the basis of Article 400 § 1 of the Code of Commercial Companies, a supplement to the demand to convene an Extraordinary General Meeting of Shareholders of PragmaGO S.A., about which the Issuer informed in current report 6/2021. The supplement to the request to convene the meeting is attached to this current report. In connection with the received supplement to the demand, the Issuer’s Management Board is taking action in accordance with the applicable legal regulations in this regard.
Legal basis: article 17 (1) MAR
Appendix 1 – Addendum to the request to convene the AGM
RB 12/2021
The Management Board of PragmaGO S.A. announces the contents of the resolutions passed by the Extraordinary General Meeting of Shareholders, held at the Issuer’s headquarters, on February 02, 2021. The Extraordinary General Meeting of Shareholders considered all of the items on the planned agenda, all resolutions put to a vote were adopted, and no objections were raised to any of the resolutions. The list of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting of Shareholders and the consolidated text of the Company’s Articles of Association adopted by the General Meeting are also attached to this report.
Legal basis: § 19 (1) (6), (7) and (9) of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information (…).
Resolutions adopted by the AGM
Consolidated text of the Articles of Association of PragmaGO SA
RB 11/2021
The Management Board of PragmaGO S.A. (Issuer) announces that today it received a notification on transactions in Issuer shares, sent pursuant to Article 19 (1) of the MAR Regulation, from Mr. Jacek Obrocki, acting as Vice President of the Issuer’s Management Board. The content of the information is attached to this report.
Legal basis: article 19 (3) MAR
RB 10/2021
Pursuant to § 80 section 1 of the Ordinance of the Minister of Finance dated March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (hereinafter – the Ordinance), the Management Board of PragmaGO S.A. informs that periodic reports in 2021 will be made public on the following dates:
- unconsolidated and consolidated annual report for 2020. – April 26, 2021.
- Expanded consolidated quarterly report for the first quarter of 2021. – May 25, 2021.
- Extended consolidated report for the first half of 2021. – September 15, 2021.
- Expanded consolidated quarterly report for the third quarter of 2021. – November 25, 2021.
At the same time, the Company’s Board of Directors declares that:
- In accordance with Section 79(2) of the Ordinance, the Issuer will not provide quarterly reports for the fourth quarter of fiscal year 2020 and quarterly reports for the second quarter of fiscal year 2021,
- In accordance with Section 62(1) of the Ordinance, the Issuer will provide consolidated quarterly reports for the first and third quarters of fiscal year 2021 containing quarterly financial information and will not provide separate individual quarterly reports for these reporting periods,
- In accordance with Section 62(3) of the Ordinance, the Issuer will not publish a stand-alone semi-annual report, and therefore the consolidated semi-annual report for the first half of 2021 will include the condensed semi-annual financial statements together with the report of the auditing firm and the condensed financial statements.
RB 9/2021
The Management Board of PragmaGO S.A. informs that on January 28, 2021 it received a statement of resignation from Mr. Marcin Nowak, member of the Issuer’s Supervisory Board.
Legal basis: § 5 para. 4 of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.
RB 8/2021
The Management Board of the Issuer PragmaGO S.A. informs that on January 21, 2021. The Management Board of the Warsaw Stock Exchange adopted Resolution No. 55/2021 to designate January 25, 2021 as the first day of trading in the alternative trading system on the Catalyst market of 70,000 series S bearer bonds issued by PragmaGO S.A., designated by the National Securities Depository with the code PLGFPRE00206. The bonds will be listed in the continuous trading system under the abbreviated name “PRF0624”. Legal basis: § 17 (1) (4_) of the Regulation of the Minister of Finance dated March 29, 2018. on current and periodic information _…_.
RB 7/2021
The Management Board of the Issuer PragmaGO S.A. informs that on January 19, 2021. The Management Board of the Warsaw Stock Exchange adopted Resolution No. 43/2021 on the introduction of 70,000 series S bearer bonds issued by PragmaGO S.A. with a nominal value of PLN 100 each to the alternative trading system on the Catalyst market. In connection with the adoption of the aforementioned resolution on the introduction, the Issuer also informs that the registration of the bonds in the National Depository for Securities will take place within 3 days after the NDS receives documents confirming their introduction to the alternative trading system.
The resolution came into force on the day of its adoption. Legal basis: § 17 (1) (2_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
Legal basis: § 17 (1) (2_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 6/2021
The Management Board of the Issuer PragmaGO S.A. informs that on January 19, 2021 it received a demand from a shareholder representing more than one-twentieth of the Company’s share capital, i.e. Pragma Inkaso S.A., based in Tarnowskie Góry, acting on the basis of Article 400 § 1 of the Code of Commercial Companies, to convene an Extraordinary General Meeting of Shareholders of PragmaGO S.A. and to place certain matters on the agenda. The full content of the demand along with the proposed agenda is attached to the report. In connection with the received demand, the Issuer’s Management Board is taking action in accordance with the legal regulations in force in this regard.
Legal basis: article 17 (1) MAR
Appendix
RB 5/2021
The issuer announces that on January 15, 2021. The Polish Financial Supervision Authority has issued a decision to approve the prospectus of PragmaGO S.A., prepared in connection with the public offering and intention to apply for admission to trading on the regulated market of PragmaGO bonds issued under the Second Public Bond Issuance Program with an aggregate nominal value of no more than PLN 100 million.
RB 4/2021
In accordance with the Terms of Issuance of bonds of series L, M, N, O, P, R and S, PragmaGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of December 31, 2020, the nominal value of the claims included in the set of pledged claims for each series was.
for L series PLN 19,506,904. for the M series PLN 17,524,981. for the N series PLN 5,866,729. for the O series PLN 13,004,409. for the P series PLN 13,190,927. for the R series PLN 15,601,043. for the S series PLN 9,640,926.
Total value of the collection: PLN 94,335,918.
Total receipts to the bank account covered by the registered pledge established to secure the receivables from the Series P, R and Series S Bonds for the last 6 months amounted to PLN 56,876,725. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).
RB 3/2021
The Management Board of PragmaGO S.A. _Emitter_ informs that today the National Depository for Securities (NDS) has issued a statement that it has entered into an agreement with the Issuer to register in the depository 70,000 series S bearer bonds, which have been assigned ISIN code: PLGFPRE00206. The registration will take place within 3 days of receipt by the NDS of documents confirming the introduction of the aforementioned bonds to the alternative trading system. Legal basis: § 17(1)(1_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.
RB 2/2021
Enclosed the Issuer presents data on turnover and number of Customers for the month of December 2020. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.
RB 1/2021
The Board of Directors of PragmaGO S.A., based in Katowice _”the Company”_, acting pursuant to Article 399 § 1 and Article 402_2_ of the Commercial Companies Code, convenes an Extraordinary General Meeting of the Company for February 02, 2021, at 10:00 a.m., to be held at the Company’s registered office, i.e. in Katowice, 72 Brynowska Street _”the General Meeting”_.
Enclosed, the Company’s Management Board submits the notice convening the General Meeting, draft resolutions of the General Meeting, draft of the unified text of the Articles of Association and proxy voting form.
Attachments:
1_ Announcement of the General Meeting
2_ Draft Resolutions of the General Meeting
3_ Consolidated text of the Articles of Association
4_ Form for voting by proxy
Legal basis: § 19 (1) (1) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information.