From:
The Israel Land Development Company Ltd. Bnei Brak, Israel
To:
1) Komisja Nadzoru Finansowego
ul. Piękna 20, 00-549 Warsaw, Poland
e-mail: [email protected]
2) MLP S.A. ul. 3 Maja 8, 05-800 Pruszków, Poland e-mail: [email protected]
NOTIFICATION
on acquisition of rights to shares in MLP Group S.A.
Dear Sirs,
Acting on behalf of The Israel Land Development Company Ltd., Bnei Brak, Israel, a company organized under the laws of Israel, having its registered office in Bnei Brak, Israel, entered into the register of companies under entry number 520020116 (address: 30th Sheshet Hayamim Street, Bnei Brak, Israel) ("ILDC"), we notify that on December 8, 2022 ILDC acquired rights to 1,082,710 shares (the "Rights to Shares") in MLP Group S.A. with its registered office in Pruszków, Poland ("MLP Group") by way of subscription for 1,082,710 ordinary bearer shares and allotment of the same number of shares in MLP Group in connection with ILDC's participation in the public offering of MLP Group representing, after registration of the increase of the share capital, 4.51% of all shares in MLP Group and the same number and percentage of votes in the total number of MLP Group's votes.
I herein also inform you that:
- 1) Acquisition of the Rights to Shares was effected as a result of subscribing for 1,082,710 new bearer ordinary shares in the increased share capital of MLP Group and allotment of such shares by the Management Board of MLP Group on December 8, 2022;
- 2) Before December 8, 2022, ILDC directly and indirectly held 13,947,665 shares in MLP Group representing 65.26% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes including:
1
- a) 1,933,619 shares held directly by ILDC in MLP Group representing 9.05% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes,
- b) 1,771,320 shares held indirectly by ILDC (through Thesinger Limited, with its registered office in Cyprus, being its subsidiary) in MLP Group, representing 8.29% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes,
- c) 10,242,726 shares held indirectly by ILDC (through Cajamarca Holland B.V., with its registered office in Delft, the Netherlands, being its subsidiary) in MLP Group, representing 47.92% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes;
- 3) As a consequence of the above-mentioned event ILDC holds (i) directly 1,082,710 Rights to Shares, entitling to the same number of shares in MLP Group, as well as (ii) directly and indirectly 13,947,665 shares in MLP Group representing 65.26% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes including:
- a) 1,933,619 shares held directly by ILDC in MLP Group representing 9.05% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes,
- b) 1,771,320 shares held indirectly by ILDC (through Thesinger Limited, with its registered office in Cyprus being its subsidiary) in MLP Group, representing 8.29% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes,
- c) 10,242,726 shares held indirectly by ILDC (through Cajamarca Holland B.V. with its registered office in Delft, the Netherlands being its subsidiary) in MLP Group, representing 47.92% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes;
- 4) After registration of the increase in the share capital of MLP Group, which is expected to take place around the end of 2022 or the beginning of 2023, ILDC will directly and indirectly hold 15,030,375 shares in MLP Group representing 62.64% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes including:
- d) 3,016,329 shares held directly by ILDC in MLP Group representing 12.57% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group's votes,
- e) 1,771,320 shares held indirectly by ILDC (through Thesinger Limited, with its registered office in Cyprus being its subsidiary) in MLP Group, representing 7.38% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes,
- f) 10,242,726 shares held indirectly by ILDC (through Cajamarca Holland B.V. with its registered office in Delft, the Netherlands being its subsidiary) in MLP Group, representing 42.69% of all shares in MLP Group as well as representing the same number of shares and percentage of votes in the total number of MLP Group 's votes;
- 5) There are no persons referred to in Article 87 sec. 1 point 3 letter c of the Act of July 29th, 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies;
6) I ILDC does not hold any financial instruments referred to in Article 69 sec. 4 points 7 and 8 of the Act of July 29th, 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
On behalf of The Israel Land Development Company Ltd., Bnei Brak, Israel: