Declaration of Voting Results & Voting Rights Announcements • Oct 13, 2022
Declaration of Voting Results & Voting Rights Announcements
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Date: 12.10.2022
Penta Hospitals International a.s. Digital Park II, Einsteinova 25 85101 Bratislava; Slovakia ("PHI" or the "Notifier")
Komisja Nadzoru Finansowego ul. Piekna 20 00-549 Warszawa knf(@knf.gov.pl
and
EMC Instytut Medyczny S.A. ul. Pilczycka 144-148 54-144 Wrocław
Acting on the basis of Article 69 of Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and Public Companies Act, We notify that on 12.10.2022 the threshold of 90% of votes in EMC Instytut Medyczny S.A. (further also as the Company) was exceeded in relation to the transfer of 90,58% of shares in the Company to PHI hitherto holded by directly Careup B.V.
12.10.2022 the threshold of 90% of votes in EMC Instytut Medyczny S.A. was exceeded in relations to the transfer of 90,58% (total of 37.542.448) of shares in the Company to the Notifier, which entitle to 90,91% (total of 39.042.486) of the voting rights in Company. From total number of shares: 37.542.448:
The event description: PHI as sole shareholder of the Careup B.V. resolved to dissolve Careup B.V. and to liquidate its assets in accordance with article 2:23b paragraph 1 of the Dutch Civil Code. Transfer of shares of the Company from Careup B.V. to PHI has been done in order to perform the transfer of the ownership of the Shares as in-kind liquidation distribution. As a result PHI became direct shareholder of the Company.
Prior to the transaction, the Notifier indirectly held 90,58% of shares of the Company through its 100% share stake in CareUp B.V of the Netherlands, the direct holder of 90,58% of votes in the Company.
Prior to the transaction, the Notifier indirectly held 90,91% of votes of the Company through its 100% voting stake in CareUp B.V of the Netherlands, which held 90,91% of votes in the Company.
In relation to the transfer, the Noufier became directly holder of total of 37.542.448 shares representing 90,58% of shares of the Company, which directly provides 39.042.486 votes representing 90,91% of votes at the general meeting of the Company.
As a result of the transaction, the Notifier currently directly holds combined stake of 37.542.448 shares representing 90,58% of shares of the Company, which directly provides 39.042.486 votes representing 90,91% of votes at the general meeting of the Company.
2
On the transaction date and before the transaction, the Notifier indirectly held 90,58% of shares of the Company, through its 100% share stake in CareUp B.V., the direct holder of 90,58% of the shares in the Company.
On the transfer date and in connection with the transfer, the Notifier directly took over 90,58% of shares in the Company through direct transfer of 90,58% of shares in the Company.
| Shareholding Structure before transfer | Reg. no. | Stake | |||
|---|---|---|---|---|---|
| Penta Hospitals International a . s. | Jo nt-Stock Company |
46062513 | |||
| CareUp B.V. | Umited Llability Company |
37143600 | 100,00% | ||
| EMC nstytul Medyczny S.A. |
Joint-Stock Company |
222636 | 90.58% |
| Final Shareholding Structure | ||||
|---|---|---|---|---|
| Reg. no. | Stake | |||
| Penta Hospitals International a. s. | Joint-Stock Company |
46062513 | ||
| EMC Instytut Medyczny S.A. |
Joint.Stock Company |
222636 | 90,58% |
At the date of the transaction, there were no persons referred to in Article 87, paragraph 1, subparagraph 3, letter c.
3
Not applicable.
Not applicable.
In relation to the transaction, the Notifier currently directly holds combined stake of 37.542.448 shares representing 90,58% of shares of the Company, which directly provides 90,91% of votes at the general meeting of the Company.
The Notifier informs that he does not consent to the publication of its contact details.
Dávid Švec Board Member
On behalf of the Notifier
Martin Krchňavý Board Member
4
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