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Capital Park S.A. — Major Shareholding Notification 2021
Dec 9, 2021
5549_rns_2021-12-09_60cda782-5475-4757-916e-bcadd6c0dbb1.pdf
Major Shareholding Notification
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Notifying party:
Amsterdam, 1 December 2021
MIRELF VI B.V.
De Cuserstraat 93 1081 CN Amsterdam, the Netherlands (hereinafter referred to as the "Notifying Party")
Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) ul. Piekna 20 00-549 Warsaw, Poland
Capital Park S.A.
ul. Franciszka Klimczaka 1 02-797 Warsaw, Poland (the "Company")
NOTIFICATION
Acting on behalf of the Notifying Party, pursuant to Article 69 Section 1 Item 1 in conjunction with Article 69 Section 2 Item 2 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to the Organized Trading System and Public Companies of 29 July 2005 (consolidated text: Dz. U. of 2021, Item 1983) (the "Public Offering Act"), we hereby give notice of the direct acquisition by the Notifying Party of 7,052,993 (seven million fifty-two thousand nine hundred ninety-three) shares in the Company, corresponding to 7,052,993 (seven million fifty-two thousand nine hundred ninety-three) votes at the Company's general meeting, representing approximately 6.51% of shares in the Company's share capital and in the total number of votes at the Company's general meeting from the completion of the merger procedure of the Notifying Party and its direct subsidiary Patron Townsend S.à r.l. with its registered office in Luxembourg, the Grand Dutchy of Luxembourg ("Patron") (the "Merger") as a result of which on 1 December 2021 Patron was merged into the Notifying Party and ceased to exist.
Immediately prior to the Merger the Notifying Party held directly 71,964,356 (seventy-one million nine hundred sixty-four thousand three hundred fifty-six) shares in the Company's share capital, corresponding to 71,964,356 (seventy-one million nine hundred sixty-four thousand three hundred fifty-six) votes at the Company's general meeting, representing approximately 66.43% of the shares in the Company's share capital and in the total number of votes at the Company's general meeting , and together with its direct subsidiary Patron, the Notifying Party held jointly 79,017,349 (seventy-nine million seventeen thousand three hundred forty-nine) shares, corresponding to 79.017.349 (seventy-nine million seventeen thousand three hundred forty-nine) votes at the Company's general meeting, representing approximately 72.94% of the shares in the Company's share capital and in the total number of votes at the Company's general meeting. Patron was the only subsidiary of the Notifying Party that held any shares in the Company.
Upon the completion of the Merger and as at the date of this notification, the Notifying Party holds directly 79,017,349 (seventy-nine million seventeen thousand three hundred forty-nine) shares, corresponding to 79,017,349 (seventy-nine million seventeen thousand three hundred forty-nine) votes at the Company's general meeting, representing approximately 72.94% of the shares in the Company's share capital and in the total number of votes at the Company's general meeting.
Upon the completion of the Merger and as at the date of this notification, the Notifying Party does not indirectly hold any shares in the Company.
As at the date of this notification, there are no direct subsidiaries of the Notifying Party that directly or indirectly hold any shares in the Company, or any financial instruments relating,
directly or indirectly, to shares in the Company referred to in Article 69 Section 4 Items 7 and 8 of the Public Offering Act.
The Notifying Party is not a party to any agreement on the transfer of the rights to exercise the voting rights vested in the Company's shares, within the meaning of Article 87 Section 1 Item 3 Letter c) of the Public Offering Act.
The Notifying Party does not hold any financial instruments already which after their maturity The Nothying I arty does not hold any adjuditionally to acquire shares in the Company, to which rights to vote are attached, referred to in Article 69b Section 1 Item 1 of the Public Offering Act.
Pursuant to the side letter to the put and call option agreement dated 13 May 2019 entered in r usualit to the side forme to the pat and its registered office in Luxembourg, between the Nothy of Luxembourg ("CPH") dated 28 September 2021 (the "Side Letter"), the the Grand Dutchy on Duxemboding ( Nothying I atty is only is conged to as to to one sponding to 906,562 (nine hundred six thousand (Wo) shares in the Company's share capitaling weeting, representing approximately 0.84% of the shares in the Company's share capital and in the total number of votes at the 0.64% of the Shares in the Compary 's share Suphar if any such Additional Shares are acquired Company's general mooting (the "Adeltas and the Side Letter. Moreover, the Notifying Party by CTTI within inno montals from the tires acquired by CPH after the date falling nine win be chitted to acquire any Practice Letter. As at the date of this notification, the rights in relation to the Additional Shares remain unexercised.
The Notifying Party does not hold any other financial instruments related, directly or indirectly, The Nourying I arty does not not not any economic consequences similar to the consequences so to the Company's shares that ENC 150 to te preceding paragraph, referred to in Article 696 Section 1 Item 2 of the Public Offering Act.
As at the date of this notification and based on the maximum number of shares in the Company, As at the date of this notheation and based on the Company which the Notifying Party is which are Auditionar onaros, and half of rectly acquire under the Side Letter, calculated pursuant entitled to directly acquire of obliged to arrows to 906,562 (nine hundred six thousand
to Article 69b Section 2 of the Public Offering Act, amounts to 906,562 (nine to Article 070 Section 2 of the Company's share capital, corresponding to 906,562 (nine hundred six thousand five hundred sixty-two) votes at the Company's general meeting, nundred SIX thousand TVC manared baxey vire) +000 mm
representing approximately 0.84% of the shares in the Company's share capital and in the total number of votes at the Company's general meeting.
In aggregate and calculated pursuant to Article 69 Section 4 Item 9 of the Public Offering Act, as m aggregate and carculated parsualle to I based on the assumption that the number of Additional Tesuit of the Merger desertood as a this notification will not change and that all Additional Shares will be subject to acquisition by the Notifying Party, the Notifying Party would hold Shares will be subjoct to dequilibility nine hundred twenty-three thousand nine hundred difective 79,923,711 (Seventy innio intribaters of the Company constituting approximately 73.78% of the total number of votes at the Company's general meeting.
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