News

New listing of the company SELVITA

SELVITA S.A. was newly listed on the GPW Main Market on 16 October 2019.
SELVITA S.A. is the 459^th company listed on the Main Market and the seventh new listing on the Main Market in 2019.

Key information

* at the reference price

History
The Issuer, previously operating under the name SELVITA CRO S.A., was established by a notary deed of 22 March 2019 by the company SELVITA S.A. The Issuer was established in the course of a split of SELVITA S.A.
SELVITA S.A. was listed on NewConnect from July 2011 and on the GPW Main Market from December 2014.
The Issuer was entered into the business register of the National Court Register (KRS) on 5 April 2019.

SELVITA S.A. (before the split and the change of name to RYVU THERAPEUTICS S.A.) carried out activities in two different business segments as follows:

• research and development (R&D) based on a portfolio of innovative research projects for own account to develop low molecular weight chemicals with pharmacological effects resulting from in-house research projects or collaborations with Polish and international research centres and universities. The Company focused on oncological drug discovery projects and developed molecules with potential applications in treatment of leukaemia, lymphomas and colorectal neoplasmatic tumours;
• research and development as a contract research organisation (CRO) for the account of clients, providing a wide range of services for pharmaceutical, chemical and biotechnology companies, offering outsourcing of qualified research and development teams specialised in services ranging from computer and chemical molecular design to chemical synthesis, analysis, biochemical and analytical services, to pre-clinical trials,.

In the split of those business segments, SELVITA S.A. (Split Company) was split through a spin-off and transfer of a part of the enterprise of the Split Company to SELVITA CRO S.A. (Acquiring Company).

In addition to the split, the names were changed of the Split Company (from SELVITA S.A. to RYVU THERAPEUTICS S.A.) and the Acquiring Company (from SELVITA CRO S.A. to SELVITA S.A.)

As a result of the changes: 

• the R&D business is carried out by RYVU THERAPEUTICS S.A.
• the CRO business is carried out by SELVITA S.A. (by the Issuer as a part of the CRO business spun off and transferred to the Issuer, and by subsidiaries).

Share capital
According to the assumptions and valuation methods defined in the Split Plan, the shareholders of the Split Company took up one share of the Acquiring Company for each share of the Split Company, of the same type and rights attached as the shares of the Split Company (i.e., the shareholders took up one series A/B ordinary/preferred bearer share of the Acquiring Company for each series A/B ordinary/preferred bearer share of the Split Company).
As a result, in the split carried out according to Article 529(1)(4) of the Commercial Companies Code, the Issuer issued 15,971,229 shares including:

• 4,050,000 series A registered shares, preferred as to vote (each share confers two votes); and
• 11,921,229 series B ordinary bearer shares.

125,000 series O registered shares were issued for the Acquiring Company to obtain the status of public company and to enable the spin-off without the Split Company foregoing the status of public company. The series O shares will be cancelled.

Shareholders

* The beneficiary is Tadeusz Wesołowski – member of the Supervisory Board

Lock-up agreements
Vestor Dom Maklerski and Paweł Przewięźlikowski have entered into a lock-up agreement. Under the lock-up agreement, Paweł Przewięźlikowski shall not, within 12 months after the first day of trading of series B shares on GPW, sell or otherwise dispose of held shares without the prior written consent of Vestor Dom Maklerski.

Financial instruments introduced into trading on the GPW (main) regulated market:

• 11,921,229 series B ordinary bearer shares.