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TRP corporate events notification

TeraPlast S.A. announces that on August 7, 2024, the Romanian Financial Supervisory Authority ('ASF') approved the prospectus on the issuance of new, ordinary, registered shares ('the Prospectus') in the framework of the share capital increase with the granting of the pre-emptive right to TeraPlast shareholders as of the record date, as approved by the Extraordinary General Meeting of Shareholders on June 27, 2024 and by the Board of Directors by Decision No. 19 dated July 5, 2024 ('the Share Capital Increase'). Key Elements of the Offering as per the Prospectus:

  • Maximum Number of Securities Offered: The securities subject to the Offering consist of up to 222,200,000 new ordinary, registered, dematerialized, dematerialized, new ordinary shares with a nominal value of RON 0.1 per share ('the Offered Shares');
  • Record Date: The Offer is made only to persons registered as shareholders of TeraPlast in TeraPlast's share register on the TeraPlast Share Register on the Share Record Date, being July 16, 2024 (the "Eligible Shareholders") on the basis of the pre-emptive rights held by each such Eligible Shareholder (the "Pre-emptive Rights").
  • Preemptive Rights: The number of preferential rights issued is equal to the number of shares registered in the register of shareholders on the record date. A total of 9,806482259225923 preemptive rights are required to subscribe for one newly issued share. A shareholder registered in the Company's register of shareholders on the record date may subscribe for a maximum number of newly issued shares calculated by dividing the number of pre-emptive rights held by such shareholder by the number of pre-emptive rights required to subscribe for one newly issued share (i.e. 9,806482259225923). If the maximum number of shares resulting from the above calculation is not a whole number, the maximum number of new shares that may be subscribed will be rounded down to the nearest whole number. Preemptive rights are not tradable.
  • Subscription Period: The Subscription Period for the Offered Shares commences on and after August 12, 2024, and up to and including September 10, 2024, as set forth in the Prospectus.
  • Subscription price: the maximum subscription price for the Offered Shares upon exercise of the pre-emptive right is RON 0.45 per newly issued share ("Maximum Price").
  • Final Issue Price to Eligible Shareholders: the final issue price for a newly issued share subscribed under the exercise of pre-emptive rights will be announced after the expiry of the Pre-emption Period (the "Final Issue Price to Eligible Shareholders") and will be equal to or lower than the offer price of a newly issued share under the Private Placement. The Final Preferred Shareholder Price will be approved by decision of the Board of Directors. In the event that the Final Price to Eligible Shareholders is lower than the Maximum Price, persons who have validly subscribed during the Pre-emption Period will be refunded the amounts representing the difference between the Maximum Price and the Final Price to Eligible Shareholders, net of any costs, within the time period provided for in the applicable regulations.
  • Private Placement: The new shares remaining unsubscribed during the Pre-emptive Period will be offered for subscription in a private placement under one or more exemptions from the obligation to publish a public offering prospectus pursuant to Art. 1 para. (4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. Subscriptions under the Offer are irrevocable during the entire period of the Offer, unless an amendment to the offer prospectus is approved. Subscriptions are entered from the trading platform, menu 'Subscriptions/Add Subscription'. The fee charged by the Central Depository for the processing of subscriptions is RON 27 for each instruction entered. For details please visit the ASF Decision - approval of the prospectus for share capital increase https://bvb.ro/infocont/infocont24/TRP_20240807141018_Raport-curent-Aprobare-prospect-majorare-de-capital-social.pdf
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