BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the shareholders about signing of the Additional Act no. 1 / 13.02.2019 to Contract no. 7475 / 14.02.2018 which extended the maturity of the revolving overdraft ceiling from ProCredit Bank to 13.02.2020. The value of the overdraft remains unchanged: RON 2,790,000.
BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the shareholders about receiving from the Bucharest Stock Exchange the decision of admission to trading of the BNET23A bonds. The issue consists of 97,037 nominative, dematerialized, corporate, unconvertible, unsecured bonds with a face value of RON 100, a maturity of 5 years and an annual coupon of 9%, payable quarterly through Central Depository. First day of trading will be February 18th, and the ticker will be BNET23A.
BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the shareholders about the early and full redemption of the BNET19 bond issue in accordance with the Memorandum and the Decision of the Sole Administrator no. 5627 of 07.02.2019 through which the call option was exercised.
The redemption price of the BNET19 issue is 100% of the face value and the registration date for the identification of the bondholders who benefit from the early buyback is 14.02.2019. The payment date was established on 22.02.2019 so that the Issuer could perform all the technical procedures with the Central Depository in order to complete this operation.
Also, according to Bucharest Stock Exchange Code, BNET19 bonds will be suspended from trading starting with 13.02.2019.
According to the Listing Memorandum, the redemption value of the BNET19 issue will include interest as a coupon fraction calculated for a number of days equal to time interval from the date of payment of the last full coupon (Coupon 10 of January 15, 2019) and until the actual payment date of the value of the redeemed issue, 22.02.2019.
The Company’s management has made this decision in order to reduce the debt ratio and increase profitability by reducing financial expenses.
The Sole Administrator of BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the investors about the decision to increase the capital by issuing a total of 3,477,967 common, nominative, dematerialized shares, of equal value and with a face value of RON 0.1 each, in the account of the options holders (“Key Persons”) in accordance with the Stock Option Plan (SOP) approved by EGSM Resolution 6 of 28.04.2016 and the management contracts approved by OGSM decisions 4 and 5 of 28.04.2016 – hereinafter referred to as “SOP 2016” or “SOP”.
The shared an subscribed capital increased by RON 347,796.70, and the capital increases additionally with the amount of RON 3,584,392.30 – share premiums. According to SOP2016, 18 persons were entitled, but didn’t have the obligation, to acquire shares from the Company at a price per share equivalent to a capitalization of the company of RON 7,800,000. In 2018, the 18 individuals exercised their option, the Company having the option of buying shares from the market or operating a capital increase by issuing to the option holders a number of shares that equate (at market price) with the financial value of the option for option holders.
The value of the option, which is the receivable on the Company, was certified by an extrajudicial accounting report number 2530 dated 28.01.2019 – attached. The number of newly issued shares was determined in accordance with the provisions of art. 210 (2) of Law 31/1990 and art. 87-88 of Law 24/2017 on Issuers of Financial Instruments and Market Operations and Art. 174 of the FSA Regulation no. 5/2018. Thus, the number of shares was established by dividing the Company’s debt at the medium market price of the BNET shares during February 6, 2018 – February 5, 2019.
The capital increase is made by suspension of the preference right and based on the Decision of the Administrator no. 5622 of 6.02.2019 (attached to this current report) and in accordance with the attributions delegated by the EGMS by Decisions no. 3 of 25.04.2018 and no. 1 of December 17, 2018, so that the newly issued shares can be allocated to the option holders (as a result of SOP2016). Due to the fact that the price per share is equal to the market price, the operation is neutral for the shareholders not included in this capital increase (they may acquire additional shares – at the same price with the Key people – on the market).
In addition to acces to quality human resources, at no extra monthly cost (or at monthly cost below market price), this roll-out of the incentive program – SOP2016 – creates for the Company a double benefit in terms of cash-flow and financial position (balance sheet): on the one hand, to complete the incentive plan, the Company did not have to decapitalize (by buying shares on the market), on the other hand, its own capital increases by the amount of RON 3,932,189 – the value of the option, without generating any disadvantage for minority shareholders.
Thus, the shares released as a result of the increase of the share capital through the conversion of the certain receivable will be recorded by the Central Depository on the Payment Date in the accounts of the Key Persons regarding.
The Company will submit all the diligence in order to implement this operation, with the National Trade Register Office, the Financial Supervision Authority, Bucharest Stock Exchange and the Central Depository.
Bittnet Systems S.A. (hereinafter referred to as the “Company”) informs the investors about changes in the thresholds in the Company’s shareholding. The notifications can be consulted by the link below:
Bittnet Systems S.A. (hereinafter referred to as the “Company”) informs the shareholders about the upcoming closed period. Between January 25th 2019 and February 22nd 2019, the shareholders who have the status of insider within the meaning of FSA Regulation no. 5/2018, Law 24/2017, and Regulation (EU) no. 522/2016 and Regulation (EU) No. 596/2014, shall not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or other financial instruments linked to them during a closed period of 30 days before the announcement of an interim financial report. The closed period is due to the fact that on February 22nd 2019, the Company will publish the preliminary results for 2018.
BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders according to art. 19 of EU Regulation 596/2014 (MAR), of the transactions with Company’s shares, on January 21st 2019, by individuals discharging managerial responsibilities. The transactions have been notified to the Company in accordance with the the capital market legislation and can be consulted at the link below:
BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders about the successful undertaking of a sales offer via private placement of corporate bonds between January 14th – 18th 2019.
Due to this private offer, the Company raised the amount of RON 10 million and sold the maximum number of bonds (100,000) according to Sole Administrator’s Decision and the Private placement offer document. The bonds have a face value of RON 100, a maturity of 4 years and a yearly coupon of 9%, payable half-yearly. The intermediation syndicate was formed by SSIF Tradeville and SSIF Goldring. The money will be used to finance current activity of Bittnet Group. BNET23C bonds are nominative, dematerialized, corporate, unconvertible and unsecured. The Issuer and the Intermediary are following the process of registering securities to FSA and listing the BNET23C issue on the AeRO-ATS bonds market of the BSE.
BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders about receiving from the Financial Supervision Authority the Certificate for Registration of Securities number OB-4755-1 from January 16th 2019, certifying the registration of the corporate bonds issued in 28th December 2018, according with the EGSM Resolution from 25th April 2018 and the Sole Administrator Decision. BNET23A bonds have the face value RON 100/bond, the maturity at 5 years, fixed interest rate of 9% per year, payable semi-annually. The Company continues the registration process, next step being the registration with the Central Depository and the Bucharest Stock Exchange.
BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders about the publication of the financial calendar for 2019. The Company will publish periodical reports in the following manner:
|February 22, 2019|
|Bittnet Investors Day||April 17, 2019|
|April 24, 2019|
|Annual Report for FY 2018||April 25, 2019|
|August 30, 2019|
These dates have been chosen to be evening of the last working day of the week to allow the maximum possible time for information to be absorbed by the interested parties. The date for the Shareholders Meeting has been chosen to be during a work day, as to allow maximum participation for shareholders, in accordance with the Corporate Governance Principles of the Bucharest Stock Exchange.