Relationships with debuts
New listing of TENDERHUT S.A. on NewConnect
The company TENDERHUT S.A. was newly listed on NewConnect on 20 April 2021.
TENDERHUT S.A. is the 377th company listed on NewConnect and the ninth new listing on NewConnect in 2021.
I. Key information
|
company name |
TENDERHUT S.A. |
|
seat |
Białystok |
|
companies listed on NC |
377 |
|
new listings in 2021 |
9 |
|
business sector |
New Technology |
|
companies in the sector |
7 |
|
core business |
TenderHut Group is a group of technology companies which provide software development and solutions to corporate clients as well as digital products. |
|
subscription/sale (Y/N, private/public) |
subscription for new series D and C1 shares (historical designation) sale of some existing series B1 shares (current designation) |
|
share price |
issue price of series D shares – PLN 45.30** issue price of series C1 shares – PLN 30.30 |
|
value of the offering of new shares |
series D: PLN 169,848 series C1: PLN 101,263 |
|
company valuation* |
PLN 85,134,719 |
|
value of introduced instruments * |
PLN 47,650,997 |
|
% free float (under 5% in shares covered by the application) |
16.71% |
|
free float value (in shares covered by the application) |
PLN 7,960,484 |
|
% free float (under 5% in shares covered by the application) held by unrelated shareholders |
15.55% |
|
free float value* |
PLN 7,411,900 |
|
% free float (under 5% in all shares) |
10.56% |
|
free float value* (in all shares) |
PLN 8,986,447 |
|
number of shareholders |
203 |
|
Authorised Advisor |
INC Spółka Akcyjna |
|
Market Maker |
Dom Maklerski BDM S.A. |
*as at the reference price: PLN 47.00
**after the reverse split
History/Core business
The Issuer was established as CodeArch S.A. in 2010. On 9 April 2015, the Extraordinary General Meeting of CodeArch S.A. passed a resolution changing the company’s name from CodeArch S.A. to TenderHut S.A. The change of the name was registered in the National Court Register on 6 May 2015.
In connection with the activity of the members of the Group, the Management Board of the Company has identified the following business segments:
- Software design and development;
- LIMS;
- Other.
The software design and development segment includes IT services addressed to a broad range of clients in the tech industry, financial and insurance industry, research, development and education, and health care (except laboratories). The segment includes the following members of the Group: TenderHut S.A., SoftwareHut Sp. z o.o., ProtectHut Sp. z o.o., ExtraHut Sp. z o.o., SoftwareHut Nordic APS, SoftwareHut LLC, and Nordic Tech House AB.
The LIMS segment has been identified in view of highly specialised IT services addressed to a very specific client: the laboratory industry. The services include the delivery, implementation and personalisation of laboratory information management systems (LIMS). The segment includes the following members of the Group: Solution4Labs Sp. z o.o., SolutionForLabs Guangzhou Limited, and partly TenderHut S.A.
The third reporting segment, Other, includes two business sub-segments: legal services provided by LegalHut Sp. z o.o. and the sale of dedicated IT solutions including: client employee incentive portals delivered by Grow Uperion S.A.; office building and office space management application provided by Zonifero S.A.; products based on expanded reality goggles HoloLens 2 from Microsoft for the lab, medical, and crisis management sectors offered respectively by: Holo4Labs Sp. z o.o., Holo4Med Sp. z o.o., and NOACON Etwicklungsgesellschaft mbH.
The majority of the Group’s sales are sales abroad, amounting to PLN 31 million in 2020, representing over 67% of the Group’s total sales.
The Company’s share capital is PLN 181,137.70 divided into 1,811,377 shares with a nominal value of PLN 0,10 per share including:
- 750,000 series A1 ordinary registered shares,
- 1,010,509 series B1 ordinary bearer shares,
- 3,342 series C1 ordinary bearer shares,
- 47,526 series C2 ordinary registered shares.
Historical transactions in securities
On 24 January 2019, the Extraordinary General Meeting of the Company passed a resolution concerning a split of the Company’s shares in the proportion of 1:100 whereby each share with a nominal value of PLN 1.00 was split into 100 shares with a nominal value of PLN 0.01 per share. All series A shares (historical designation) were subject to the split.
On 7 October 2020, the Extraordinary General Meeting of the Company passed a resolution concerning a reverse split of the share whereby 10 shares of the Company with a nominal value of PLN 0.01 per share were exchanged into 1 share of the Company with a nominal value of PLN 0.10 per share. Series A, B, C, D shares (historical designation) were subject to the reverse split.
The shares currently designated as series B1 shares were created in the reverse split of existing shares previously designated as follows: 7,500,000 series A shares and 2,377,979 series B shares, 189,617 series C shares and 37,494 series D shares.
In the description of the issue, the quantity of shares is presented as the quantity in the historical issues including the existing quantities (in bold) while issue prices are presented as historical prices (in brackets, after the reverse split, if necessary for context).
Issue of series A shares (currently, 750,000 shares are designated as series A1 shares and 750,000 shares are designated as part of series B1 shares)
Basis of the issue: the founding deed of the joint-stock company of 24 March 2010
Quantity of shares taken up and paid: 150,000 (currently, after the 1:100 split and the 10:1 reverse split: 1,500,000 shares)
issue price: equal to the nominal value
number of shareholders: 3
form of payment: series A shares were only paid in cash by money transfer to the Issuer’s bank account
750,000 series A shares were put in a new series, A1, which is not covered by the application for introduction to trading on NewConnect; the other 750,000 shares together with the series B, C and D shares were put in a new series, B1.
Issue of series B shares – private subscription addressed to no more than 35 selected investors
Basis of the issue: Resolution of the Extraordinary General Meeting of 21 August 2018, as amended.
Quantity of shares taken up and paid: 2,377,979 shares (currently, after the 10:1 reverse split and the change of the designation of the shares: 237,797.9 series B1 shares)
registration date: 18 March 2019
issue price (historical price and quantity, excluding the 10:1 reverse split):
275,000 shares were taken up at PLN 0.55;
29,538 shares were taken up at PLN 2.6;
13,496 shares were taken up at PLN 2.8;
1,070 shares were taken up at PLN 2.83;
1,375,000 shares were taken up at PLN 3.55;
15,487 shares were taken up at PLN 3.81;
668,388 shares were taken up at PLN 4.23.
registration date: 18 March 2019
form of payment (historical quantity, excluding the 10:1 reverse split):
- 1,375,000 series B shares were taken up for contributions in kind in the form of 25 shares of SoftwareHut Sp. z o.o. worth PLN 4,870,151.50 (according to the Commercial Companies Code, an auditor issued an opinion on the fair value of the contributed shares), in cash at PLN 78.80 by money transfer to the Issuer’s bank account and in cash at PLN 11,019.70 by an offset of debt: due to the Issuer in respect of payments for shares and due to buyers in respect of cash payments for shares paid into the Issuer’s bank account for purchase of series B shares issued under Resolution No. 3 of the Extraordinary General Meeting of the Company of 31 May 2017, as the issue failed;
- 668,388 series B shares were taken up for contributions in kind in the form of 720 shares of Order of Code Sp. z o.o. worth PLN 2,827,274.40 (according to the Commercial Companies Code, an auditor issued an opinion on the fair value of the contributed shares) and in cash at PLN 6.84 paid by money transfer into the Issuer’s bank account;
- 334,591 series B shares were paid in cash, including payment of PLN 210,255.47 by money transfer into the Issuer’s bank account and payment of PLN 117,583.60 by an offset of debt: due to the Issuer in respect of payments for shares and due to buyers in respect of cash payments for shares paid into the Issuer’s bank account for purchase of series B shares issued under Resolution No. 3 of the Extraordinary General Meeting of the Company of 31 May 2017, as the issue failed.
Issue of series C shares – private subscription excluding pre-emptive rights, addressed to selected investors.
Basis of the issue: Resolution of the Extraordinary General Meeting of 13 April 2019.
Quantity of shares taken up and paid: 189,617 shares with a nominal value of PLN 0.01 per share (currently, after the 10:1 reverse split and the change of the designation of the shares: 18,961.7 series B1 shares)
issue price: (historical price and quantity, excluding the 10:1 reverse split):
the price of 161,215 shares was PLN 3.63, the price of 28,402 shares was PLN 4.08.
registration date: 14 June 2019
form of payment (historical quantity, excluding the 10:1 reverse split):
Series C shares were paid as follows: 161,215 shares were taken up for contributions in kind in the form of 225 shares of JAVEO SOFTWARE Sp. z o.o. worth PLN 585,207 (according to the Commercial Companies Code, an auditor issued an opinion on the fair value of the contributed shares) and in cash at PLN 3.45 paid by money transfer into the Issuer’s bank account. The other 28,402 series C shares were paid in cash at PLN 115,880.16 by money transfer into the Issuer’s bank account.
Issue of series D shares – private subscription excluding pre-emptive rights.
Basis of the issue: Resolution of the Extraordinary General Meeting of 7 October 2020.
Quantity of shares taken up and paid: 37,494 (currently, after the 10:1 reverse split and the change of the designation of the shares: 3,749.4 series B1 shares)
Price: PLN 4.53 (i.e., 45.30 after the reverse split)
form of payment for the shares: in cash (by money transfer)
Number of shareholders: the shares were allotted to 23 natural persons who were employees and associates (including 24 shares allotted to members of the Issuer’s Management Board)
registration date: 10 November 2020
Under the resolution of the Extraordinary General Meeting of 7 October 2020, a new series B1 was established which comprised 10,105,090 shares including the following existing shares:
− 7,500,000 ordinary registered shares of the previous series A (the other series A shares were put in a new series, A1, which is not covered by the application for introduction to trading on NewConnect);
− 2,377,979 series B shares (entire series),
− 189,617 series C shares (entire series),
− 37,494 series D shares (entire series).
10,105,090 series B1 shares were subject to a reverse split whereby 10 shares of the Company with a nominal value of PLN 0.01 per share were exchanged into 1 share of the Company with a nominal value of PLN 0.10 per share; as a result, 1,013,851 shares were designated as B1.
Sale of series B1 shares
Shareholders sold 33,915 shares, in the vast majority at a price of PLN 49.00, in the last 12 months. Those transactions were taken into account in the determination of the opening price by the Authorised Advisor and the Market Maker.
Issue of series C1 shares – private subscription excluding pre-emptive rights of existing shareholders.
Basis of the issue: Extraordinary General Meeting of 29 December 2020.
Quantity of shares taken up and paid: 3,342 (shares issued after the reverse split)
Price: PLN 30.30
form of payment: money transfer to the bank account
Number of shareholders: 7 natural persons (1,042 shares were taken up by the President of the Management Board; the other shares were allotted to the Issuer’s employees and associates)
registration date: 4 February 2021
Shareholders
|
Shareholder
|
Number of shares |
% of capital/votes |
|
Shares in the inheritance assets of former President of the Management Board Waldemar Birk who died in 2018* |
750,000 |
41.40 |
|
Robert Strzelecki (President of the Management Board) |
742,012 |
40.96 |
|
Mateusz Andrzejewski |
110,000 |
6.07 |
|
Thomas Birk |
11,288 |
0.62 |
|
Martin Birk** |
6,876 |
0.38 |
|
Other |
191,201 |
10,56 |
* inherited by Thomas Birk and Martin Birk,
** died in December 2020, the inheritance procedure is pending
Selected consolidated financials under IFRS (PLN’000):
|
|
(PLN’000) |
Q4 2020* |
2019 |
2018 |
|
|
revenue |
46,970 |
37,760 |
24,196 |
|
|
net profit |
5,993 |
2,753 |
2,682 |
|
|
equity |
21,377 |
13,383 |
9,928 |
|
|
liabilities and provisions |
10,560 |
9,554 |
3,818 |
|
|
cash – closing balance |
6,658 |
905 |
1,045 |
*unaudited
Financial instruments introduced to trading on NewConnect
- 1,010,509 series B1 ordinary bearer shares,
- 3,342 series C1 ordinary bearer shares.