Financial Supervisory Authority Decision no 122/08.02.2023
Name and registered office of the company concerned:
The issuer / the targeted company is Farmaceutica REMEDIA SA with headquarters in B-dul 2, Nicolae Balcescu Blvd, Deva, Hunedoara County, Romania, registered at RCR with no. J20/700/1991, having a unique registration code 2115198.
Name and registered office of the Offeror:
The issuer / Company concerned is Farmaceutica REMEDIA SA with headquarters in 2, Nicolae Balcescu Blvd, Deva, Hunedoara County, Romania, registered at RCR under the no. J20/700/1991, having a unique registration code 2115198.
The number, percentage, and class of securities of the purchase offer and the price offered
The Extraordinary General Meeting of Shareholders of Farmaceutica REMEDIA SA dated 25.10.2022 decided to repurchase a maximum number of 2.864.425 shares with a nominal value of 0,10 lei representing 3% of the share capital.
The Public Offer has as object the purchase by Farmaceutica REMEDIA SA of a maximum number of 2.864.425 shares with a nominal value of 0,10 lei each representing a maximum of 3% of the Issuer’s share capital and has the purpose of running a Stock Option Plan program.
The offered price is 0,75 lei / share.
The name of the offer intermediary
The intermediary of the offer is IFB FINWEST SA, a financial investment services company, based in Arad, str. 5, Dimitrie Bolintineanu str., aps 4-5, Arad County, tel: +40 257 281 611, +40 257 281 612; registered at ORC with no. J02 / 48/1996, having unique registration code RO8099938.
Number of shares issued by the company concerned which are held by the Offeror and by the group of persons with whom it acts in concert
The offeror alone holds a number of 300.100 shares representing 0,3143% of the Company concerned, and together with the persons with whom it acts in concert, it holds a number of 81.072.728 shares, representing 84,9100% of the Company concerned.
The persons who act in concert with the Offeror regarding the Company concerned:
– Valentin – Norbert TARUS, majority shareholder and General Manager of Farmaceutica REMEDIA SA, holds a number of 80.496.847 shares of Farmaceutica REMEDIA SA, representing 84,3068% of the share capital;
-” TARUS” Valentin – Norbert TARUS e.U., Chairman of the Board of Administrators of Farmaceutica REMEDIA SA, does not own Farmaceutica REMEDIA SA shares;
– NIPA CONSULTANCY SRL, member of the Board of Administrators of Farmaceutica REMEDIA SA, does not own Farmaceutica REMEDIA SA shares;
– Elena CODREAN, member of the Board of Administrators of Farmaceutica REMEDIA SA, does not own Farmaceutica REMEDIA SA shares;
– TARUS Media S.R.L., a company in which Mr. Valentin – Norbert TARUS is the majority shareholder, holds a number of 269.638 shares of Farmaceutica REMEDIA SA, representing 0,2824% of the share capital;
– Adriana-Cristina ROMASCAN, having the quality of relative, related to the natural person Valentin – Norbert TARUS General Director of Farmaceutica REMEDIA SA holds a number of 4.900 shares of Farmaceutica REMEDIA SA, representing 0,0051% of the share capital;
– Zoe CHIRITA as IR Director of Farmaceutica REMEDIA S.A. holds a number of 1.143 shares of Farmaceutica REMEDIA SA, representing 0,0012% of the share capital;
– Florin-Dan CADIA as IR Specialist of Farmaceutica REMEDIA S.A. holds a number of 100 shares of Farmaceutica REMEDIA SA, representing 0,0001% of the share capital.
The offer document and the places where it can be obtained
The offer document will be made available to investors during the offer period, free of charge, in printed format, at the Offeror’s and the Offer’s Intermediary’s offices and will be published in electronic format on the Offeror’s website Farmaceutica REMEDIA SA (https://corporate.remedia.ro), on the website of the Intermediary (www.ifbfinwest.ro) and on the website of the Bucharest Stock Exchange (www.bvb.ro). The Subscription Form and the Revocation Form will be available in the same place as the Offer Document.
The period of the offer.
The offer is valid for a period of 10 working days, respectively from 16.02.2023 and until 01.03.2023.
Ways and places to subscribe
The subscription within the offer can be made through the Offer Intermediary and through the Intermediaries authorized by CNVM / ASF who sent to IFB FINWEST SA the Commitment regarding the observance of the conditions of the Offer as well as of the provisions registered in the Offer Document approved by ASF.
The documents required for the subscription and the subscription schedule are provided in the Offer Document.
THE APPROVAL VISA APPLIED ON THE PUBLIC OFFER DOCUMENT DOES NOT HAVE A GUARANTEE VALUE AND DOES NOT REPRESENT ANOTHER FORM OF ASSESSMENT OF ASF IN RESPECT OF THE OPPORTUNITY, ADVANTAGES OR DISADVANTAGES OF THE RISK, RISK OR RISK PUBLIC SUBJECT MATTER OF THE APPROVAL DECISION. THE APPROVAL DECISION CERTIFIES ONLY THE REGULARITY OF THE OFFER DOCUMENT REGARDING THE REQUIREMENTS OF THE LAW AND OF THE NORMS ADOPTED IN ITS APPLICATION.
Farmaceutica REMEDIA SA IFB FINWEST SA
Valentin – Norbert TARUS Octavian MOLNAR