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