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Capital Park S.A. — M&A Activity 2019
Dec 6, 2019
5549_rns_2019-12-06_4c6504aa-7cb3-4a33-ba05-b3b1857aefd6.pdf
M&A Activity
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Notifying party:
Townsend Holding B.V. Amstelveenseweg 760 1081 JK Amsterdam, the Netherlands
Capital Park S.A. ul. Franciszka Klimczaka 1 02-797 Warsaw, Poland
Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) ul. Piekna 20 00-549 Warsaw, Poland
NOTIFICATION
Acting on behalf of Townsend Holding B.V. with its registered office in Amsterdam, the Netherlands, address: Amstelveenseweg 760 1081 JK Amsterdam (the "Tenderor"), pursuant to Article 77 Section 7 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to the Organized Trading System and on Public Companies of 29 July 2005 (consolidated text: Dz. U. of 2019, item 623, as amended) (the "Polish Public Offering Act"), I hereby give notice of the direct acquisition by the Tenderor of 463,918 (four hundred sixty three thousand nine hundred eighteen) shares in Capital Park S.A. with its registered office in Warsaw ("CPSA") corresponding to 463,918 (four hundred sixty three thousand nine hundred eighteen) votes at the General Meeting of CPSA and giving the right to exercise approximately 0.43% (rounded to the second decimal place) of the total number of votes at the General Meeting of CPSA (the "Shares") resulting from the settlement on 6 December 2019 (the "Settlement") of the share purchase transactions executed under the to subscribe for the sale of shares in CPSA announced by the Tenderor on 8 October 2019 pursuant to Article 74 Section 1 of the Polish Public Offering Act (the "Tender Offer").
Prior to the Tender Offer, on the day of announcing the Tenderor held directly 71,500,438 (seventy one million five hundred thousand four hundred thirty eight) shares in CPSA constituting approximately 66% (rounded to the second decimal place) of the share capital of CPSA, corresponding to 71,500,438 (seventy one million five hundred thousand four hundred thirty eight) votes at the General Meeting of CPSA constituting approximately 66% (rounded to the second decimal place) of the votes at the General Meeting of CPSA.
Upon the Settlement and as at this notification, the Tenderor holds directly 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) shares in CPSA constituting approximately 66.43% (rounded to the second decimal place) in the share capital of CPSA, corresponding to 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) votes at the General Meeting of CPSA constituting approximately 66.43% (rounded to the second decimal place) of the votes at the General Meeting of CPSA.
Upon the Settlement and as at the date of this notification the Tenderor:
- a) does not have any direct or indirect subsidiaries other than CPSA;
- b) is not a party to any agreement on the transfer of the rights to exercise the voting rights vested in CPSA 's shares, within the meaning of Article 87 Section 1 Item 3 Letter c) of the Polish Public Offering Act;
- c) does not hold any financial instruments relating to shares in CPSA and is not authorized or obliged to acquire shares in CPSA on the terms and conditions stipulated in Article 69 Section 4 Item 7 of the Polish Public Offering Act:
- d) does not hold any financial instruments related, directly or indirectly, to CPSA's shares, referred to in Article 69 Section 4 Item 8 of the Polish Public Offering Act.
Due to the fact that the Tenderor does not hold any financial instruments referred to in Article 69b Section 1 Items 1 and 2 of the Polish Public Offering Act, the total number of votes in CPSA, as well as the total percentage share in the total number of votes in CPSA, referred to in Article 69 Section 4 Item 9 of the Polish Public Offering Act, correspond to the number of votes attached to shares of CPSA and the percentage share in the total number of votes in CPSA specified above.
On behalf of Townsend Holding B.V.:
Signature:
Name and surname:
Rafał Sieński
Position:
Attorney-in-Fact