REG - S.N.G.N. Romgaz S.A. - Issue of Equity

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

24/05/2024 11:45

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RNS Number : 8650P  S.N.G.N. Romgaz S.A.  24 May 2024

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

 

 

 

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