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Enter Air S.A.

Major Shareholding Notification Dec 19, 2018

5601_rns_2018-12-19_6a4dbd0c-ad5e-4085-9ea6-7be05690ecda.pdf

Major Shareholding Notification

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  • To: Polish Financial Supervision Authority Plac Powstańców Warszawy 1 00-950 Warsaw Poland
  • To: Enter Air S.A. ul. Komitetu Obrony Robotników 74 02-146 Warsaw Poland
  • From: ENT Investments Ltd B2, Industry Street, Qormi ORM 3000 Malta

Qormi, 18 December 2018

Dear Sir/Madam,

Pursuant to Article 69 section 1 item 1) of the Act of July 29, 2005 on public offering. conditions governing the introduction of financial instruments to organized trading and public companies (Journal of Laws of 2018, item 521, uniform text, as amended) (the "Act") we hereby notify that in connection with:

  • the contribution of 6,891,148 shares in Enter Air S.A. with its registered seat in Warsaw. $\bullet$ Poland (entered into the register of business entities of the National Court Register, maintained by the District Court for the capital city of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS no. 0000441533 (the "Company")) made by Mr. Marcin Andrzej Kubrak on 17 December 2018 with Mr. Marcin Andrzej Kubrak as consideration for new shares in ENT Investments Ltd with its registered seat in Qormi, Malta (registered under no. C 86312 ("ENT Investments")) (the "Event A"); and
  • the contribution of 2,314,939 shares in the Company made by Mr. Grzegorz Wojciech Polaniecki on 17 December 2018 as consideration for new shares in ENT Investments (the "Event B").

ENT Investments became directly entitled to ca. 52.48% of votes in the total amount of votes at the shareholders' meeting of the Company.

Before the occurrence of the Event A and Event B ENT Investments was not entitled (both directly and indirectly) to any shares in the Company. Before the occurrence of the Event A and Event B Investments was not a party to any agreement referred to in Article 87 section 1 item 5 of the Act and related to shares in the Company.

Before the occurrence of the Event A and Event B ENT Investments did not hold any financial instruments, which, after expiration of a maturity date, will directly entitle or obligate its owner to acquire shares issued by the Company, with which the voting rights are connected, as referred to in Article 69b section 1 item 1 of the Act.

Before the occurrence of the Event A and Event B ENT Investments did not hold any financial instruments which are referring to shares in the Company in an direct or indirect way and have economic results similar to the results of the financial instruments as referred to in the previous sentence, as referred to in Article 69b section 1 point 2 of the Act.

Due to the fact that before the occurrence of the Event A and Event B ENT Investments did not hold any financial agreements as referred to in Article 69b section 2 points 1 and 2 of the Act, the total number of the votes at the shareholders' meeting and total percentage number of the Company's share capital, as referred to in Article 69 section 4 point 9 of the Act. correspond with the previously mentioned number of shares of the Company held by ENT Investments.

After the occurrence of the Event A and Event B ENT Investments is jointly entitled to 9,206,087 shares in the Company, which give right to 9,206,087 votes at the shareholders' meeting of the Company and constitute ca. 52.48% of the Company's share capital and ca. 52.48% of votes in the total amount of votes at the shareholders' meeting of the Company.

After the occurrence of the Event A and Event B ENT Investments does not hold any financial instruments, which after expiration of a maturity date will directly entitle or obligate its owner to acquire shares issued by the Company, with which the voting rights are connected, as referred to in Article 69b section 1 item 1 of the Act.

After the occurrence of the Event A and Event B ENT Investments does not hold any financial instruments which are referring to shares in the Company in an direct or indirect way and have economic results similar to the results of the financial instruments as referred to in the previous sentence, as referred to in Article 69b section 1 point 2 of the Act.

Due to the fact that after the occurrence of the Event A and Event B ENT Investments does not hold any financial agreements as referred to in Article 69b section 2 points 1 and 2 of the Act, the total number of the votes at the shareholders' meeting and total percentage number of the Company's share capital, as referred to in Article 69 section 4 point 9 of the Act, correspond with the previously mentioned number of shares of the Company held by ENT Investments.

The sole parent entity of ENT Investments in the meaning of Article 4 item 14 of the Act is Mr. Marcin Andrzej Kubrak who is entitled directly to 13,628 dematerialized bearer shares in the Company, which give right to 13,628 votes at the shareholders' meeting of the Company and constitute ca. 0.08% of the Company's share capital and ca. 0.08% of votes in the total amount of votes at the shareholders' meeting of the Company and, under Article 87 section 4 item 1 of the Act, is presumed to be acting in concert with his wife, Ms. Ewa Kubrak, who is entitled directly to 1,400 dematerialized bearer shares in the Company, which give right to 1,400 votes at the shareholders' meeting of the Company and constitute ca. 0.01% of the Company's share capital and ca. 0.01% of votes in the total amount of votes at the shareholders' meeting of the Company. Therefore, directly and under Article 87 section 4 item 1 of the Act, Mr. Marcin Kubrak is entitled to 15,028 dematerialized bearer shares in the Company, which give right to 15,028 votes at the shareholders' meeting of the Company and constitute ca. 0.09% of the Company's share capital and ca. 0.09% of votes in the total amount of votes at the shareholders' meeting of the Company. After the occurrence of the Event A and Event B ENT Investments is not entitled to any shares in the Company indirectly. in particular through any subsidiaries.

After the occurrence of the Event A and Event B ENT Investments is not a party to any agreement which results in delegation of power to exercise the voting rights of the Company's shares as referred to in Article 87 section 1 point 3 item c of the Act.

After the occurrence of the Event A and Event B ENT Investments is not a party to any agreement referred to in Article 87 section 1 item 5 of the Act and related to shares in the Company.

$\bar{\mathcal{N}}$

Ruth Agrus Scicluna Buttigieg
F/FJV Management Limited
ENT Investments Ltd

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