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New listing of ROBS GROUP LOGISTIC S.A. on NewConnect

The company ROBS GROUP LOGISTIC S.A. was newly listed on NewConnect on 28 April 2023.

ROBS GROUP LOGISTIC S.A.  is the 360^th company listed on NewConnect and the fifth new listing on NewConnect in 2023.

Key information

* based on the reference price equal to PLN 2.00

Issuer’s history and business

The legal predecessor of the Issuer was established as a limited partnership formed under articles of association signed on 7 January 2016. The legal predecessor was named ROBS GROUP and then, following a name change in 2019: ROBS ASSEMBLY LIMITED LIABILITY COMPANY SPÓŁKA KOMANDYTOWA. The general partner of the limited partnership was ROBS GROUP and then, following a name change in 2019: ROBS ASSEMBLY SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ.

The change of the name of the legal predecessor to the current name: ROBS GROUP LOGISTIC, took place through an amendment to the articles of association on 20 November 2020.

The transformation of ROBS GROUP LOGISTIC SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SPÓŁKA KOMANDYTOWA into ROBS GROUP LOGISTIC SPÓŁKA AKCYJNA was registered in the National Court Register on 31 August 2021.

The core business of the Issuer and its legal predecessor is based on services related to large-scale high-bay warehouse work. Both the range of services and the group of customers have evolved significantly since 2016, resulting in the Issuer’s current offering as shown below:

• dismantling and reconstruction of storage racks,
• technical consultancy - designing the use of storage space,
• service / repairs and inspections of racks,
• sale and delivery of recycled warehouse racks,
• sale of parts and new high-bay shelving according to customer orders and manufactured according to own designs and in the own machinery park.

Over several years of operation, the Issuer has completed several thousand projects covering the above-mentioned services.

The Company’s share capital amounts to PLN 2,072,566.20 and is divided into 20,725,662 shares with a nominal value of PLN 0.10 per share, including:

• 6,600,000 series A registered shares with double preference as to voting and dividend, i.e., 150% of the dividend paid to shareholders entitled from non-preference shares is paid for each preferred share,
• 12,630,000 series B ordinary bearer shares,
• 1,495,662 series C ordinary bearer shares.

Issue of series A shares

Legal basis of the issue: Resolution dated 14 July 2021 of the shareholders of ROBS GROUP LOGISTIC SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SPÓŁKA KOMANDYTOWA regarding the transformation into the joint stock company ROBS GROUP LOGISTIC

Number of shares: 6,600,000

Number of shareholders: 1

Payment for the shares: Series A shares were created as a result of the transformation of the stake of the shareholder Robert Dąbrowski including a cash contribution of PLN 5,000 and contributions in kind: an apartment and the right of perpetual usufruct of an undeveloped plot of land in Gniew.

Issue of series B shares

Legal basis of the issue: Resolution dated 14 July 2021 of the shareholders of ROBS GROUP LOGISTIC SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SPÓŁKA KOMANDYTOWA regarding the transformation into the joint stock company ROBS GROUP LOGISTIC

Number of shares: 12,630,000

Number of shareholders: 8

Payment for the shares: The shares were issued in exchange for equity of the shareholders of the transformed company, i.e., ROBS GROUP LOGISTIC SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SPÓŁKA KOMANDYTOWA. The shares of the transformed company were paid in part with in-kind contributions and cash. Paweł Jankowski made an in-kind contribution to the legal predecessor of the Issuer in the form of an apartment in Bydgoszcz. The in-kind contribution corresponded to 5,108,019 series B shares after the transformation of the legal predecessor. The remaining contributions corresponding to 7,521,981 series B shares were paid in cash. 

Issue of series C shares (public offering based on a memorandum prepared in connection with Article 37b of the Offering Act, excluding pre-emptive rights)

Legal basis of the issue: Resolution of the EGM of 7 December 2021

Offering dates: 8-23 December 2021

Number of shares in the offering:  from 750,000 to 5,000,000

Number of shares taken up: 1,495,662 (including 2,500 shares allotted to the Authorised Adviser)

Issuer price: PLN 2

Issue value: PLN 2,991,324

Number of shareholders: 21 entities

Payment for the shares: cash by bank transfer

Shareholders

Lock-up agreements

Paweł Jankowski has undertaken not to dispose of the Company’s shares without the prior written consent of NWAI Dom Maklerski from the effective date of the lock-up agreement, i.e., from 7 December 2021, until the end of a period of 6 months from the date of the first listing of the Company’s shares on NewConnect.

Robert Dąbrowski has undertaken not to dispose of the Company’s shares without the prior written consent of NWAI Dom Maklerski S.A. from the effective date of the lock-up agreement, i.e., from 7 December 2021, until the end of a period of 18 months from the date of the first listing of the Company’s shares on NewConnect.

Selected financials (PLN):

* unaudited

** no data available as financial statements prepared for micro/small entities do not contain such data.

Financial instruments introduced to trading on NewConnect

• 12,630,000 series B ordinary bearer shares,
• 1,495,662 series C ordinary bearer shares.