The data published in the quarterly report for the second quarter of 2020 were not subject to examination by a statutory auditor, and their verification by the statutory auditor was to take place only in connection with the examination of the financial statement for the financial year 2020. Due to care for data transparency and Resolution of the Warsaw Stock Exchange No. 644/2020 – the Management Board of Black Pearl S.A. decided:
1) Order an entity entered on the list of Authorized Advisers, meeting the requirements referred to in § 15b. 2 of the Alternative Trading System Regulations, to analyze the economic, property and financial situation of BLACK PEARL S.A. and its prospects for the future, as well as to prepare a document containing the results of the conducted analysis and an opinion on the possibility of starting or continuing the company’s operations and the prospects of its future operations;
2) publish the document referred to in point 1), not later than on 07.10.2020, in the form of a current report, in the mode and under the conditions set out in § 4. 5.b) and § 6. 1 of Appendix No. 3 to the Alternative Trading System Regulations.
The performance of the above obligations, pursuant to the provisions of Regulation 596/2014 and § 17 Sec. 3 of the ATS Rules, should enable investors to fully, correctly and timely assess given information, reflect the specificity of the situation described in a true, reliable and complete manner, and enable investors to assess the impact of the information provided on the economic, property and financial situation of the issuer or on the price or value of listed securities.
In recent years, the Company has not generated any revenues from sales or financial revenues at the entity level;
3) in the second quarter of 2020, a significant change in the Company’s shareholding structure took place, followed by a change in the members of the Issuer’s management and supervisory bodies;
4) since the above mentioned changes took place, the Company publishes numerous reports on its operations and transactions, the content of which, in the opinion of the Management Board of the Exchange, is formulated in an imprecise manner, which may mislead trading participants;
5) it follows from the quarterly report for the second quarter of 2020 that there has been a sudden change in the Issuer’s financial situation in relation to the financial situation of the Issuer as disclosed in the report for the financial year 2019 and in the quarterly report for the first quarter of 2020.
At the same time, as indicated in point 3) above, on 14 August 2020. Company published the quarterly report for the second quarter of 2020, for which the Issuer’s financial results significantly differed from the results presented by the Company to date. In this context, in the opinion of the Management Board of the Exchange, the report does not indicate complete information on the reasons underlying the significant change in the Issuer’s financial situation. The Issuer only made a general reference to the presented financial data, which significantly differs from the financial data presented in previous reporting periods, indicating that:
“Net profit was generated from financial activity closely related to the digital currency market”.
The Management Board of BLACK PEARL S.A. using the recommendations and indications of the WSE – at the current stage of development can present and analyze specific actions of the Company. The Issuer will present a clear and legible action plan and will verify – in a manner legible for shareholders – the financial effects achieved.
Additionally, it should be remembered that in the report for the 2nd quarter there is no information essential for the Issuer’s valuation of a given cryptovalent, in particular information on the method of classification of that cryptovalent, the principles of its inclusion in the books of account, including the methods and manner of valuation of income and expenses from trading in that cryptovalent. Meanwhile, the cryptic trading seems to have a significant impact on the Issuer’s financial situation, presented in the report in question, which changed in a very short period of time.
Bearing in mind the position of the WSE, which recognizes that the premises referred to in § 15b subpara. 1 lit. e) of the ATS Regulations, i.e. there is a significant uncertainty as to the actual state as well as doubts as to the current economic, property or financial situation of the Issuer, which in the opinion of the Exchange justifies the request by the Issuer to prepare an analysis and document by the Authorized Adviser referred to in § 15b section 1 point 1 and 2 of the ASO Regulations – the Management Board of BLACK PEARL SA declares that it does not share this position.
However, with this in mind: Resolution No. 644/2020 of the Management Board of the Warsaw Stock Exchange S.A. of 27 August 2020 on imposing an obligation to prepare an analysis of the economic, property and financial situation and prospects for further operations of the company BLACK PEARL S.A. – the Management Board recognizes the situation as an opportunity to dispel all doubts, provide a wide range of clear and reliable information determining the value of the Company’s assets – enabling Investors to evaluate the value of the Issuer’s shares in an unambiguous manner – related to the price level over time.
Legal basis :
Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.