2022 Share Capital Increase
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DISCLAIMER – IMPORTANT
In this section, investors can find all the information related to the 2022 Capital Increase Operation of One United Properties S.A., approved by the decision of the Company’s Board of Directors, issued on 05.05.2022. The share capital increase operation is carried out in accordance with the resolution of the Company’s Extraordinary General Meeting of Shareholders dated 26.04.2022.
According to the decision of the Board of Directors, the Company will issue in the capital increase operation 330,017,986 new shares with a nominal value of RON 0.2/share. The capital increase operation will be organized in two stages. First stage is subscription based on preference rights, second is the private placement. The detailed timeline of the operation is presented below:
|Stage 1: subscription based on preference rights||27.06.2022 – 27.07.2022|
|Publishing of the report regarding closing of Stage 1||28.07.2022|
|Stage 2: Private Placement||Established through a separate decision of the Board of|
In the first stage, the investors will be able to purchase newly issued shares based on the number of preference rights. To subscribe a new share, 7.8 preference rights are required (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).
Apart from holding the rights, investors will also need to pay the price approved by the Board of Directors and set up in the Prospectus:
during the first phase, the maximum value of the subscription price for a new share shall be RON 1.42 (the “Maximum Subscription Price”); the final subscription price for a new share subscribed during the first phase shall be published after the Private Placement is closed (the “Final Subscription Price”); and
during the second phase, the subscription price shall be determined by the resolution of the Board of Directors, considering the subscription price formed during the Private Placement bookbuilding (such price not being below the Final Subscription Price).
The pre-emption rights, symbol ONER01, were loaded in the shareholders’ accounts on 23.05.2022.
According to the decision of the Board of Directors of the Company, the preference rights will not be traded.
Capital increase documents
Subscription and revocation forms
Q&A Regarding the share capital increase operation
One United Properties is carrying out the share capital increase operation to diversify the shareholders base, increase liquidity and raise capital for further expanding the pipeline.
The newly raised capital will be invested with priority in new developments, according to the existing solid pipeline of the company, while the current cash position will be used to accelerate the delivery of the ongoing developments. One United Properties is currently in advanced negotiations for ten future developments as well as it is in early discussion or negotiation stages for more than 20 other developments.
The ten developments currently in advanced negotiations are primarily focused on medium and medium-high income residential properties. If signed, approximately 10,000 apartments with more than 1 million square meters above ground of gross buildable area would be developed on these lands by One United Properties over the next seven years. After they are developed, these developments could generate a gross development value of more than 2.3 billion euro and a potential gross profit for One United Properties of 900 million euro. Approximately 10% of the development would be office and commercial spaces. The company’s focus is to invest with priority in Bucharest, where most of the pipeline is located.
4. Is this share capital increase going to be carried out with the exercise of the preference rights?
6. The EGMS also decided upon the possibility of the Board of Directors to increase the share capital by issuance of Convertible Bonds. Is the management of the Company taking into consideration such an option, to be carried out as Stage 2 of the share capital increase?
International investment banks assisting One United Properties in the share capital increase will be responsible for identifying the investors to participate in the private placement. If you or your fund are interested to participate in the private placement, you can send us an e-mail to firstname.lastname@example.org. Please note that a minimum subscription amount will apply to the private placement.
Preference rights are offered to shareholders in the event of a capital increase, to give priority to existing shareholders to participate in the new round of financing, to maintain the same participation in the company as before the increase, reflected as % of shares held.
Following the EGMS dated April 26, 2022, the Board of Directors of the Company approved the capital increase of One United Properties with a maximum number of 330.017.986 new shares, representing ordinary, registered, and dematerialized shares with a nominal value of 0.2 lei / share.
For subscription of one new share, during the period of exercise of preference rights, a person must hold 7.8 preference rights (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).
11. What is ONER01?
ONER01 are the preference rights for the upcoming share capital increase operation, that were loaded on May 23, 2022, in the accounts of shareholders who held ONE shares on the registration date of May 20, 2022.
12. What is ONER02?
After the closing of each stage of the share capital increase, the accounts of the investors who participated will be loaded with rights ONER02. After registration of the share capital increase operation with the relevant institutions – Trade Registry, FSA, and Central Depository, the ONER02 rights will automatically turn into ONE shares. There is no need for investors to carry out any actions in this regard. Please note that ONER02 rights are not tradable.
No, neither ONER01 nor ONER02 preference rights will be traded.
For holders of ONER01 rights, you can either use them to subscribe the newly issued shares, or you can decide not to subscribe. In the latter case, the ONER01 will be removed from your trading account after the 30 days subscription period for Stage 1 is over.
For holders of ONERO2 rights, these will automatically transform into ONE shares, after the finalization of all the share capital increase procedures.
If you received preference rights you have two options:
If you want to participate in the capital increase where you can buy ONE shares, you may use the rights in order to buy new shares (for the subscription of one new share, a person must hold 7.8 preference rights);
If you do not want to participate in the capital increase you may decide not to use your rights. If you choose not to subscribe the newly issued shares, the ONER01 rights will be removed from your trading account after the 30 days subscription period for Stage 1 is over.
Please note that you cannot sell or transfer your rights to other persons. Unsubscribed rights will be cancelled and no compensations will be offered.
No, you cannot sell your preference rights. The preference rights are not tradeable.
17. I don’t have a brokerage account, but I do hold ONE shares. How can I subscribe in the share capital increase?
18. I do have a brokerage account and I do hold ONE shares. How can I subscribe in the share capital increase?
The private placement will be carried out after Phase 1, the exact dates between which the private placement will take place being the subject of a separate decision of the Board of Directors.
Considering that the goal of the share capital increase is to attract a diversified pool of institutional investors, the private placement might be carried out for a longer period, the current estimate being for the private placement to be completed on or around 1 November 2022.
Therefore, there exists a possibility that the share capital increase will extend over a longer period and investors who participated in Stage 1 of the share capital increase could be unable to sell their stake due to these shares not being registered within the relevant institutions. Please note that the newly issued shares can only be registered with relevant institutions – Trade Registry, FSA, Central Depository – after the full capital increase operation (meaning Stage 1 and Stage 2) are ended.
23. If the private placement prolongs and the shares I subscribed in Stage 1 are not registered with Trade Registry, will I be able to vote in GSM?
24. If the private placement prolongs and the shares I subscribed in Stage 1 are not registered with Trade Registry, will I be entitled to dividends?
You can find on our website in the Capital Increase section all the information and documents related to the capital increase operation.
For more information about ONE’s activity on BVB and IR materials, please visit the IR section of the website.
If you have other questions about the capital increase, please email our Investor Relations team at email@example.com.
Disclaimer: This information was provided by One United Properties IR team. This information is not legally-binding and it solely serves to provide quick, go-to answers in respect to the share capital increase operation, without offering any advice on how one should place their investments or based on what should oneself decide if they should make an investment or not. This Q&A section is not part of the legal documents based on which the share capital increase will be carried out. For further information regarding the terms and conditions of the share capital increase, please refer to the General Meeting of Shareholders and Board of Directors’ decisions, concerning the share capital increase, as well as the Prospectus and subsequent documents drafted in such respect.