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BioMaxima S.A. — Major Shareholding Notification 2016
Dec 8, 2016
5536_rns_2016-12-08_0d9b66d7-cd54-4004-a7b2-1329262b2d82.pdf
Major Shareholding Notification
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Warszawa, 7th December 2016 AD
Financial Supervisory Commission (Komisja Nadzoru Flnansowego)
Department Of Market Supervision (Departament Nadzoru Obrotu)
BIOMAXIMA S.A. ul. Vetterów 5 Lublin
Refers to purchase of shares in BIOMAXIMA S.A. that triggered the 5% threshold and of 10% with the other, acting in concert parties.
Dear Sirs,
Acting in accordance with the provisions of art. 69 sec. 1 in connection with art. 69A sec. 1 p. 2 of the Act of 29th July, 2005 on the Public Offering, as amended (hereinafter referred to as "the Act") and in accordance with the provisions of art. 69 sec. 4 of the Act, I hereby inform on:
1) Indirect acquisition on $1st$ December 2016, as a result of the allocation and issuance of shares resulting from registration of the capital increase effected in connection with the merger of companies BIOCORP Poland SP. z o.o. (as acquired company) and BIOMAXIMA S.A. (as acquiring company) in the number that causes the notifying party to exceed 5%;
2) Before registration of the share capital increase as described above, the notifying person had neither directly nor indirectly, any shares in BIOMAXIMA S.A.
3) As a result of the events described above, the notifying person acquired indirectly the rights resulting from 341.584 (three hundred and forty-one thousand five hundred and eighty-four) ordinary bearer shares in BIOMAXIMA S.A. that entitle the bearer to the same number of votes at the General Assembly of BIOMAXIMA S.A., which represent a 9.1577% share in the share capital of BIOMAXIMA SA and entitle to the same share of the total number of votes in the General Assembly of BIOMAXIMA S.A.;
4) A subsidiary of the notifying person, a company incorporated and existing under the Cypriot law under the name TriCar Services Ltd., based in Lefkosia (Nicosia), Cyprus (register number HE 210813), is entitled $-$ as a result of the event described in point 1 above $-$ to 341.584 ordinary bearer shares in BIOMAXIMA S.A.
5) The notifying person, its subsidiary, and the former shareholder of BIOCORP Polska Sp. z o.o., Mr. Łukasz Urban are parties to a non written agreement regarding cooperation in acquiring of the shares in BIOMAXIMA S.A. through the hereinabove described merger.
At the same time, as a person designed by acting in concert parties to fulfil; the notification duties on behalf of acting in concert parties, I hereby notify that:
1) As a result of the above described merger and as a result of settlement of transactions effected in the alternative trading system "NewConnect", the parties to the agreement have acquired the aggregate of:
(a). 690,000 shares as a result of the merger of BIOCORP Polska Sp. z o.o. with BIOMAXIMA S.A. and of the increase of the share capital in BIOMAXIMA and
(b). 1.193 shares as a result of the settlement of transactions effected (the settlement) on $7th$ December 2016.
2) Exceeding the threshold of 10% of the votes at the General Assembly of BIOMAXIMA S.A. occurred as a result of allocation of shares resulting from registration, on 1st December 2016, of increase of the share capital in BIOMAXIMA S.A. in connection with the merger thereof with BIOCORP Polska Sp. z o.o.
3) The parties to this non written agreement had no shares in BIOMAXIMA S.A. before 1st December 2016;
4) Acting in concert parties have 691.193 (six hundred ninety one thousand hundred ninety three) ordinary bearer shares in BIOMAXIMA S.A., which are eligible for the same number of votes at the General Assembly of BIOMAXIMA S.A. and which represent 18.53% participation in the share capital and the same share of the total number of votes at the General Assembly of BIOMAXIMA S.A.
5) the shares in BIOMAXIMA S.A. held by the acting in concert parties are held respectively
- by Mr. Łukasz Urban 348.416; $\mathbf{i}$ .
- ii. by TriCar Services Limited - 341.584 and
- iii. by notifying person $-1.193$ .
5) The acting in concert parties have undertaken toward BIOMAXIMA S.A. to "lock-up" their shares purchased as an effect of the merger for a period of 18 months from the date of convening of the General Assembly, which approved the merger that is from 25th November 2016;
6) The acting in concert parties intend to carry out a joint strategy toward BIOMAXIMA S.A.
Andrzei Mikosz, Poznar adres do doreczeń: K&L Gates LLP, Pl. Małachowskiego 2, 00-066 Warszawa