IR - Capital Increase - 2Performant

Capital increase.

Capital increase.

DISCLAIMER

The documents you are attempting to access are being made available on this website by 2Performant Network S.A. in good faith and are only for information purposes. These documents are not directed at or, as the case may be, accessible by persons in the United States, or persons resident or located in Australia, Canada, Japan or any other jurisdiction where the extension of the availability of the documents to which you are seeking access would breach the applicable law or regulation.

The documents do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any jurisdiction in which such offers or sales are unlawful (the “Excluded Jurisdictions”). The securities in connection with which an offering is pending have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Jurisdictions.

About 2Performant

We are a growth tech company.

We are the leader of the affiliate marketing sector in Romania, and we generate over 10% revenue from external markets.

NOW is the right time and the right spot for us: at the crossroads between e-commerce and digital marketing, two industries developing fast in Romania and CEE.

Our strategy is to capture the growth in the markets where we already have a strong position, Romania and Bulgaria, and expand on new markets through the technology we have developed in-house and through our validated product: affiliate marketing.

In 2020, we registered a 31% increase in turnover, and for 2021, we are targeting +26%, reaching a turnover of 25,5 million lei.

We are set to reach the next level for 2Performant’s business: scaling and addressing new markets.
And for this, we need capital.

About the capital increase

We listed on the AeRO market of the Bucharest Stock Exchange to finance our growth, develop the company, and generate value for 2Performant, for our users, our team, and our shareholders. 

After a technical listing in December 2020, now is the time to carry out a capital increase. The 2P shareholders have approved this operation in AGEA on March 22nd, 2021.

Our objective is to obtain 5 million lei capital that will help us accelerate the growth on external markets and maintain a double-digit growth pace on the Romanian market.
You can read here about the opportunities we have and the projects we will finance this year.

About the offer

The price for the new share in the capital increase has a 25% discount.

You will need 5.68424 preference rights (2PR01) to buy a new share priced at 28.2764 lei.

185,500 shares with a nominal value of 0.1 lei/ share will be issued.

The investors who will participate in the capital increase will receive free shares – 4 free shares for each share held. The General Meeting of 2P Shareholders approved on April 23rd, 2021, granting free shares. This operation will be carried out after the capital increase is finalized.

How to take advantage of capital increases

Webinar Key Takeaways
with Rareș Mihăilă, founder Investestelabursa.ro 

2P Capital Increase Operation

Purpose and initiatives to be funded

Do you have preference rights?

What can you do during the capital increase

Start trading the preferential rights 2PR01

Trading between May 31 and June 14 is a go

Now you can subscribe to 2P shares based on 2PR01 preference rights

Subscribe 2P shares between June 22 and July 22

Preference rights

The shareholders who held 2P shares on the registration date of April 7th, 2021 received preference rights that entitle them to participate in the capital increase: 1 right for each share held. The rights have the symbol 2PR01.

The trading period of the preference rights has ended.

Calendar

 

Contact

For additional information about the capital increase or the 2P activity on the BVB, please contact us at: investors@2performant.com, +40 374 996 354.

To be up-to-date with the phases of the capital increase as well as with general news on 2Perfromant’s evolution on BVB, we invite you to subscribe to our investors` newsletter here.

FAQ

What are preference rights?

Preference rights are offered to shareholders in the event of a capital increase, in order to give priority to existing shareholders to participate in the new round of financing, in ordet to maintain the same participation in the company as before the increase, reflected as % of shares held.

During the EGMS from 22.03.2021, 2P shareholders approved the capital increase of 2Performant Network with a maximum number of 185,500 new shares, representing ordinary, registered and dematerialized shares with a nominal value of 0.1 lei / share.

In order to subscribe 1 new 2P share, investor needs to have 5.68424 preference rights in his account. If, following the mathematical calculation, fractions of shares result, the maximum number of shares will be rounded down to the lowest natural integer.

You can find out more about the capital increase process in the special webinar we organized together with Rareș Mihăilă, during which all the key questions related to the share capital increase operation were addressed. The webinar is available HERE.

Where can I see the rights?

The preference rights with the symbol 2PR01 were loaded in the shareholders’ accounts on 08.04.2021, the registration date being 07.04.2021.

What can I do with the rights?

If you received rights, you have the following options:

  • If you want to participate in the capital increase where you can buy 2P shares with 25% discount —> you keep the rights and you will use the rights later on to buy new shares.
  • If you don’t have rights or would like to get more rights to buy more shares with discount —> you can buy them from other investors as they will be traded on the AeRO market of BVB. Please note that the market will set the price for the rights.
  • If you don’t want to participate in the capital increase —> You can sell them, after they become tradeable, to other investors at a price set in the market.

You can also decide to do nothing – neither participate in the capital increase, nor sell your rights.

When can I trade the rights?

The preference rights 2PR01 were traded for a limited period from May 31st, until June 14th.

The subscription price per share was set at 28.2674 lei/share. The price per share includes the share nominal value (0.1 lei) and the issue premium (28.1764 lei). To subscribe for a new 2P share at this price, 5,68424 preference rights are required, rounding to the nearest lower natural number.

What follows after the trading of preference rights?

The timeline of the capital share increased operations is as follows:

May 31 – June 14: 2PR01 preferential trading
Stage 1 June 22 – July 22: Investors holding preferential rights have 31 days to subscribe for new shares
Stage 2 August 5 –  August 18: Private placement – if unsubscribed shares remain at the close of the first stage, they will be offered to a maximum of 149 investors in a private placement, at a higher price than the public offer

Are preference rights the same as free shares?

No. The capital increase with cash contribution and the related to it issuance of preference rights was approved by the EGMS from March 22, 2021. The capital increase through capitalizing a part of the profits for 2020 and distributing 4 free shares to each shareholder was approved by the EGMS from 23.04.2021.

These are two separate operations. The capital increase by cash contribution requires shareholders to purchase new shares, by contributing capital. On the other hand, in the capital increase by capitalizing part of the profits, the shareholders receive free shares without having to pay for these shares.

Important: The capital increase by cash contribution will take place first. This means that if you participate in the capital increase by cash contribution, for the new shares you will subscribe, you will also receive free shares (4 free shares for each share owned), as long as you keep them until the registration date (which is not yet established).

The management decided to offer the free shares for the shares that will be newly subscribed in the capital increase process through a cash contribution, in order to reward and motivate our investors to participate in the operation. Consequently, the distribution of the free shares will take place after the closing of the capital increase operation with cash contribution. The reference date has not yet been set. As soon as the capital increase with cash contribution is completed and the Board of Directors establishes the timetable for the distribution of the free shares, we will issue a current report with all the details, including the reference date as well as the ex-date. At this time investors who decide to buy 2P shares and will keep them until the date to be set by the Board as the registration date, will benefit from free shares in proportion of 4 for each share held.

What are the stages of a capital increase process?

Firstly, ASF (Romanian Financial Supervisory Authority) must approve the prospectus for the share capital increase. After approval, the steps to be followed are:

  • Publication of the capital increase Prospectus on the BVB website as well as on our site, at: https://2performant.com/ir-capital/.
  • Between May 31 and June 14, 2021, the 2PR01 preference rights were traded for a period of 10 working days.
  • The trading period is followed by stage 1 of the increase process that will take place between June 22 and July 22, 2021. This means that eligible investors have 31 days to subscribe for the new shares. In order to obtain one share, the investor must pay 28.2764 lei and hold 5.68424 rights.
  • After stage 1 ends and the subscription results are published, stage 2 begins – the private placement, which will take place between 5 – 18 August 2021.
  • After the completion of stages 1 and 2, the accounts of shareholders who bought new shares will be loaded with 2PR02 rights, which will be transformed into 2P shares after completing the process of registering the share capital increase at ONRC, ASF, and the Central Depository.
Do I need to have a trading account to buy or sell rights?

Yes. You can buy or sell your rights through any broker in Romania. Goldring offers special conditions for opening and operating the account to persons wishing to buy or sell rights or shares 2Performant:

  • No minimum amount when creating the account
  • Zero fixed costs for the first year
  • 0.4% commission plus 1 leu per trading order – for the first year

To benefit from these conditions, select the code “2Performant” in the “Source of recommendation” on the account opening page.

What is the price at which I can buy the newly issued shares?

The price per share has been established at 28.2764 lei/share. The price per share includes the share nominal value (0.1 lei) and the issue premium (28.1764 lei). The price was calculated using the formula as specified and agreed by shareholders in EGMS Decision no. 2 from 22.03.2021, namely the weighted average trading price calculated for the last 30 days prior to the date of submission of the final form of the Prospectus to the ASF, which will take place on 10.05.2021, with a discount of 25%, according to the math formula: 

Issuance price = weighted average trading price within the last 30 days * 0.75. 

Important: To subscribe a new share, 5.68424 preference rights are required, with rounding off to the nearest inferior natural number. Even if you have 5.68424 2PR01 rights, you still have to pay the price per share to receive the shares – the price is 28.2764 lei.

I have the necessary rights, how can I subscribe?

The period for subscribing 2Perfomant shares based on 2PR01 preference rights is between June 22 and will last until July 22, 2021. In order to be able to subscribe for a 2P share at the price of 28.2764 lei, you need 5.68424 preference rights.

Please contact your broker to explain the steps you need to follow in order to subscribe to 2P shares with a discount. Each broker has a specific subscription procedure in the trading platform, so it is best to contact your broker directly.

Can I participate in the private placement?

If you want to participate in the private placement, you can send us an e-mail to investors@2performant.com  and, depending on the number of shares available in the second stage and the number of remaining seats available, you could be invited by Goldring, our broker, to participate in the private placement. The shares in the private placement will be offered at a higher price than in stage 1, a price that will be set by the Board of Directors.

Where can I find more information?

You can find on our website at the Capital Increase section all the information and documents related to the capital increase operation.

Why does 2Performant make a capital increase?

Our intention is to raise RON 5 million for the development of the company, capital that will support the following three investments:

  1. Strategic partnerships with important players in online commerce and affiliate marketing, with a strong impact on business and with the potential to form user communities in foreign markets (RON 2 million).
  2. Growth projects on the Romanian and Bulgarian markets through the affiliate marketing product (RON 1.5 million).
  3. Project to develop a new way of assigning conversions from 2Performant.com (RON 1.5 million).
How can I find out more?

If you have other questions about the capital increase, you can send us an email at investors@2performant.com.