Last checked at 24 May 2024 11:42
24 May 2024
SHAREHOLDERS' NOTIFICATION OF THE OFFER OR ALLOCATION OF
SHARES FREE OF CHARGE
1. Responsible persons
1.1. Name and position of individuals or name and registered offices of legal persons responsible for the information contained in the presentation document
Societatea Nationala de Gaze Naturale "Romgaz" S.A., having its registered office in Medias, 4 Constantin Motas square, Sibiu County, 551130 - Romania, legally represented by Mr. Razvan Popescu, Chief Executive Officer.
1.2. Statements by the responsible persons referred to at point 1.1 certifying that the information contained in the presentation document is, to the best of their knowledge, accurate:
Societatea Nationala de Gaze Naturale "Romgaz" S.A., legally represented by Mr. Razvan Popescu, Chief Executive Officer, accepts responsibility for the content of this information document and confirms that the information provided is factually accurate and contains no omissions or misstatements likely to materially affect the content of the information document.
2. Issuer information
2.1. Name, registered office, unique registration code, number with the Trade Registry Office and LEI Code
Issuer name: Societatea Nationala de Gaze Naturale "Romgaz" S.A.
Registered office: Medias, 4 Constantin Motas square, Sibiu County, 551130
Unique registration code: 14056826
Registration number with the Trade Registry: J32/392/2001
LEI Code: 2549009R7KJ38D9RW354
2.2. Share capital, before the increase:
- value of the subscribed and paid-up capital: RON 385,422,400;
- number of the issued share: 385,422,400 shares;
- share nominal value: RON 1/share.
3. Information on shares offered for no cash consideration to the shareholders of the company
3.1. Resolutions providing for an increase in share capital involving the offer of shares issued without cash consideration to existing shareholders
By the Resolution of the Extraordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. (S.N.G.N. Romgaz S.A.), no. 17/18.12.2023, it has been approved the share capital increase of S.N.G.N. Romgaz S.A in the amount of RON 3,468,801,600 by issuing 3,468,801,600 shares with a nominal value of RON 1/share, each shareholder registered on the registration date being entitled to 9 pro bono shares for each share held, according to the following formula: 3,468,801,600/385,422,400.
3.2. The date of registration established by the GMS, for the identification of shareholders benefiting from the offer or allocaction of shares for no cash consideration, ex-data and the date of payment:
The date of registration of the shareholders on whom the effects of the Extraordinary General Meeting of Shareholders' Resolution no. 17/18.12.2023 will be passed is 29 May 2024; ex-date is 28 May 2024.
The date of payment of the bonus shares is 30 May 2024.
3.3. Description of the share capital increase:
- the reason for the share capital increase: This share capital increase ensures the support of the issuer's current activity, as well as the consolidation of the issuer's share capital structure and the increase of the liquidity of the shares issued by S.N.G.N. Romgaz S.A., as a result of an increased visibility on the capital market.
- the amount and the source of the share capital increase: The share capital is increased by the amount of RON 3,468,801,600 by incorporating reserves representing own sources of financing.
- the number of shares issued through the share capital increase: 3,468,801,600 shares
3.4. Description of the type and class of securities being offered or allocated
Number of shares allocated without a cash consideration for one share held: 9 free shares for each share held.
The shares are registered, ordinary, indivisible, issued in dematerialised form and freely tradable on the Bucharest Stock Exchange under the symbol SNG - for shares and on the London Stock Exchange under the symbol SNGR - for global depository receipts (GDRs).
The shareholding structure of the company does not change with this increase.
Following this capital increase through the issue of bonus shares, the equivalence of 1 global depositary receipt (GDR) = 1 share is maintained.
3.5. The amount of the increased share capital: RON 3,854,224,000, divided in 3,854,224,000 shares, each share having a nominal value of RON 1.
3.6. Intermediary which assisted the issuer in preparing the presentation document - not applicable
3.7. Any other information considered important by the issuer or the Financial Supervisory Authority
According to the Article 1 para. (5) letter g) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be publishd when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, the obligation to publish a prospectus does not apply to the admission to trading on a regulated market of the following: shares offered, allotted or to be allotted free of charge to existing shareholders and dividends paid in the form of shares of the same class as the shares in respect of which the dividends are paid, provided that those shares are of the same class as the shares already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer or allotment.
Chief Executive Officer,
Razvan POPESCU