Continuous improvement of Group’s financing

BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the shareholders about the improvement of the Group’s financing structure by contracting a banking credit product, by Dendrio Solutions SRL, from ING Bank NV Amsterdam – Bucharest Branch. The financing product is a revolving-overdraft line with the following coordinates:

• Total value of overdraft: RON 2,000,000

• Destination of credit: financing the working capital and current activity of Dendrio Solutions SRL

• Maturity: 1 year with extention possibility

• Interest rate: ROBOR1M+2.9% per year

The structure of the guarantees for this banking loan: promissory note “in white” without protest issued by Dendrio Solutions SRL and endorsed by Bittnet Systems SA and mortgage on banking accounts opened at ING. Bittnet Systems SA is the Sole Associate of Dendrio Solutions SRL.

CR27 current report_EN

Revocation Convening notice EGSM 21.11.2018. Convening Notice EGSM 17.12.2018

BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the shareholders about the revocation of the convocation and the convening notice of the Extraordinary General Meeting of Shareholders (EGSM) of the Company proposed for November 21, 2018.
Considering that in EGSM Convening Notice, published on October 18, 2018, a material error was identified regarding the calculation of the date up to which the shareholders could submit additions to the agenda according to art. 92 of Law 24/2017 and even though there were no requests for completing the agenda and for eliminating any potential risk of challenging the legallity of the convocation, it was decided to revoke the convocation of EGSM for 21 November 2018 and to send a new Convening notice of EGSM for 17 December 2018.

Full text of the convocation, the agenda, as well as all the information necessary for participation and voting within the EGMS on December 17, 2018, can be consulted by accessing the link below.

Convening Notice EGSM Dec 17, 2018

EGSM documents and forms can be consulted here

Bittnet Investor Presentation – November 2018

In order to keep all stakeholders informed about Bittnet’s past performance, current activities as well as future plans, we have decided to develop Bittnet’s Investor Presentation. We hope that this material, which will be updated by us on a half-yearly basis, will help you in gaining further understanding of our business.

In case of any questions related to our activity on the Bucharest Stock Exchange or information presented in our IR presentation, please do not hesitate to contact us at: investors@bittnet.ro.

Bittnet Investor Presentation – English Version

Bittnet Prezentare pentru Investitori – Versiune Romana

Announcement 2nd coupon payment BNET23

BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs the investors that the 2nd coupon payment for the Company’s bond issue – BNET23 – will be made on November 15th 2018. The interest will be paid via bank transfer directly to the bondholders’ bank accounts which were confirmed in the Subscription Form. The interest rate is 9% per year and the interest amount is a gross of RON 2.2500 / bond. On November 1st , 2018, the Company informed the capital market, through a current report, of the Securities Registration Certificate (CIVM) issued by the Financial Supervisory Authority for the BNET23. The Company follows the procedures for admission to trading at the Bucharest Stock Exchange.

CR25 current report_EN

Social Capital Increase Documents 2018

Bittnet Systems S.A. provides the shareholders with the documentation for the share capital increase operation with cash contribution. The operation will be conducted according to the Prospectus, and the subscriptions under Stage 1 and will take place between November 6th and December 6th, 2018.

FORMULAR_SUBSCRIERE_BNET_2018

Formular Revocare Etapa1 2018

Angajamentul de respectare a conditiilor ofertei – se completeaza de catre broker

Prospect proportionat majorare capital Bittnet-viza ASF

 

 

Manager’s transactions – art.19 MAR

BITTNET SYSTEMS S.A. (hereinafter referred to as the “Company”) informs shareholders according to art. 19 of EU Regulation 596/2014 (MAR), of the transactions with Company’s preference rights, on October 29th 2018, 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.

tranzactii management conf art 19 din Reg 596

Publication of the Prospectus for the share capital increase through cash contributions

BITTNET SYSTEMS S.A., (hereinafter referred to as the “Company”) puts at the shareholders’ disposition the Proportionate Prospectus for the share capital increase through cash contributions (“Prospectus”), approved by the Financial Supervisory Authority (ASF) according to the decision no. 1182 / 03.10.2018. The document can be consulted by accessing the link below, on the Company’s website under the “Investors” section, as well as on the website of the intermediary, SSIF Goldring SA. The operation includes the issuance of 3,044,426 ordinary shares, which will be offered for subscription at a price of 0.95 lei/share, in accordance with the EGSM decision from 25.04.2018. According to the Prospectus, the trading period of preference rights (trading symbol: BNETR04) will take place between 17.10.2018 – 30.10.2018. Subsequently, the rights’ holders will be able to subscribe for new shares during Stage 1 of the increase, between 06.11.2018 – 06.12.2018. Subscriptions will be made on the basis of the subscription form (made available to shareholders on the issuer and intermediary’s websites) and through the broker where the rights holders have opened the trading account.
The new shares will be subscribed proportionally to the number of pre-emptive rights BNETR04 held, at a rate of 10 pre-emptive rights BNETR04 per 1 share. In order to find out how many new shares a holder is entitled to subscribe to at the end of the pre-emptive trading period, the holder must divide the number of rights by 10, according to the EGSM decision of April 25, 2018. If the resulting number is not a natural number, the maximum number of shares that can actually be subscribed will be rounded-down to the next inferior natural number. Shares remaining unsubscribed after Stage 1 will be offered for sale to investors in a private placement at a price that is higher than the one offered in Stage 1, in accordance with legal provisions.

Calendar of the share capital increase 2018:

EventPeriod
Trading period for pre-emptive rights (BNETR04)17.10.2018 – 30.10.2018
Subscriptions during Stage 1 of the increase06.11.2018 – 06.12.2018
Current Report: Results After Stage 107.12.2018
Subscriptions during Stage 2 of the increase (private placement)10.12.2018 – 14.12.2018
Current Report: Results of Share Capital Increase14.12.2018 (after 18:00)

 

All the necessary information, including the subscription procedure, can be found in the Prospectus, direct link below:

Prospect proportionat majorare capital Bittnet-viza ASF

Signing of an investment contract (business transfer agreement) between dendrio Solutions and Crescendo International

BITTNET SYSTEMS S.A., (hereinafter referred to as the “Company”) informs the shareholders about signing of an investment contract (business transfer agreement) with Crescendo International SRL, a company with a history of 25 years in Romania, a turnover of RON 79 million in 2017 and a net profit of RON 4.4 million.

The investment contract will be subject to the approval of the Extraordinary General Meeting of Shareholders.

The contract provides inter alia:

• The transfer of the IT&C integration business of Crescendo International SRL to dendrio, a company with this specific activity in the Bittnet Group, for the amount of RON 10,900,000;

• The transfer includes the employees involved in the IT&C integration activity, as well as the equipment necessary for carrying out this activity, starting with a later date, which will occur after the following suspensive conditions are fulfilled:

  1. Obtaining the Competition Council’s approval of the transaction (the Company has already begun procedures in this regard);
  2. Obtaining the approval for this transaction in the Extraordinary General Meeting of Shareholders for each part of the transaction – the Company will start procedures to convene the EGMS to ratify the investment;
  3. Obtaining the funding (in the form of a corporate bond issuance or a bank loan) by Bittnet, in order to finance the transaction. After the closing of the transaction, the IT&C integration activity of Crescendo will be integrated into the operations of dendrio, aiming to create a powerful IT&C integrator with regional coverage.

The transaction timeline is subject to the approvals specified above, but the Company expects the transaction to be completed by the end of 2018.

CR22 current report_EN

Receiving the CIVM from FSA – Preference Rights

BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company”) informs the shareholders about receiving from FSA (Financial Supervisory Authority) visa no. 1182 / 03.10.2018 for the Offer Prospectus of the capital increase with new contributions in cash. The number of new issued shares will be 3.044.426 each with a value of RON 0.95 / share, issued by the Company in accordance with the Extraordinary Shareholder Meeting Resolutions from April 25th 2018. At the same time, FSA issued the Registration Certificate of Securities (CIVM) no. DP-4669-1 / 03.10.2018 for Preference Rights related to this operation. Preference rights will be listed on the Bucharest Stock Exchange (BVB) and will be traded under the BNETR04 symbol for a period of 10 business days following the date of publication of the Offer Prospectus on the Issuer’s website at “Investors” section, on the site of the Intermediary and on BVB website, within the legal publication deadline. After the Preference Rights trading period, the holders will be able to subscribe for new shares in Stage 1 of the capital increase. The schedule of the capital increase operation will be public at the same time with the Offer Prospectus.

CR21-current-report