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Serinus Energy PLC — Major Shareholding Notification 2018
Jun 28, 2018
5809_rns_2018-06-28_cf548030-6719-47f1-8b90-b196c469f132.html
Major Shareholding Notification
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Current Report No. 50/2018Date: 2018-06-28Issuer'strading name: SERINUS ENERGY plc
Title:Notification on change in shareholding in Serinus Energy plc
Legal basis: Article 70.1 of the Act on Offering - acquisition ordisposal of a significant block of shares
Content:The Management of SERINUS ENERGY plc ("Company"),informs that on June 28, 2018 it received from Ms. Dominika Kulczyk andMr. Sebastian Kulczyk notification dated June 26, 2018 and filed underArticle 69 of the Act of 29 July 2005 on Public Offering, ConditionsGoverning the Introduction of Financial Instruments to Organized Tradingand Public Companies ("Act").
Additionally the Company informs that respective document, preparedunder AIM regulations concerning change in shareholding in SerinusEnergy plc is being disclosed in the UK.
Text of the notification (translation of Polish original) underArticle 69 of the Act
"In performance of the obligation resulting from Art. 69 (1)(1) of theact of of 29 July 2005 on Public Offering, the Conditions Governing theIntroduction of Financial Instruments to Organised Trading, and onPublic Companies (consolidated text Journal of Laws of 2018 No. 512)(the "Act"), Sebastian Kulczyk and Dominika Kulczyk hereby inform that,as a result of division of the estate left by Dr Jan Kulczyk, DominikaKulczyk no longer holds shares in Serinus Energy plc (the "Company").Further Sebastian Kulczyk and Dominika Kulczyk inform that as a resultof division of the estate Sebastian Kulczyk currently holds indirectly84,255,927 (say: eighty-four million two hundred fifty-five thousandnine hundred twenty-seven) shares in the Company, constituting 38.77%(say: thirty-eight and seventy-seven hundredth percent) of the Company'sshare capital and authorising to exercise 84,255,927 (say: eighty-fourmillion two hundred fifty-five thousand nine hundred twenty-seven) voteson the Company's shareholders meeting, constituting 38.77% (say:thirty-eight and seventy-seven hundredth percent) of the total number ofvotes on the Company's shareholders meeting.
On the basis of the will of Dr Jan Kulczyk Sebastian Kulczyk andDominika Kulczyk inherited (as co-owners) inter alia 100% (say: onehundred percent) of shares in the company Luglio Limited ("Luglio"), aCypriot law company, being the dominant entity of Kulczyk InvestmentsS.A. ("KI"), which holds 84,255,927 (say: eighty-four million twohundred fifty-five thousand nine hundred twenty-seven) shares in theCompany, constituting 38.77% (say: thirty-eight and seventy-sevenhundredth percent) of the Company's share capital and authorising toexercise 84,255,927 (say: eighty-four million two hundred fifty-fivethousand nine hundred twenty-seven) votes on the Company's shareholdersmeeting, constituting 38.77% (say: thirty-eight and seventy-sevenhundredth percent) of the total number of votes on the Company'sshareholders meeting. In compliance with Cypriot law Sebastian Kulczykand Dominika Kulczyk were co-owners of 100% (say: one hundred percent)of shares in Luglio, while under Cypriot law each of them was consideredto own all the shares subject to co-ownership.
In view of the above, as required under Art. 69 (4)(2) of the ActSebastian Kulczyk and Dominika Kulczyk inform that prior to the divisionof the estate referred to herein, each Sebastian Kulczyk and DominikaKulczyk held indirectly 84,255,927 (say: eighty-four million two hundredfifty-five thousand nine hundred twenty-seven) shares in the Company,constituting 38.77% (say: thirty-eight and seventy-seven hundredthpercent) of the Company's share capital and authorising to exercise84,255,927 (say: eighty-four million two hundred fifty-five thousandnine hundred twenty-seven) votes on the Company's shareholders meeting,constituting 38.77% (say: thirty-eight and seventy-seven hundredthpercent) of the total number of votes on the Company's shareholdersmeeting.
Further, Sebastian Kulczyk, as required by Cypriot, was the so calledsenior shareholder of Luglio having a casting vote in case of lack ofagreement between the co-owners as to the manner of exercising votingrights attaching to the shares in Luglio.
As a consequence of termination of joint ownership based on anInstrument of Transfer signed on 26 June 2018 Sebastian Kulczyk becamethe sole owner of 100% (say: one hundred percent) of shares in Luglio,which prior to said date, were subject to co-ownership of SebastianKulczyk and Dominika Kulczyk.
Given the above, as required under Art. 69 (4)(3) of the Act SebastianKulczyk and Dominika Kulczyk inform that as at the date hereofSebiastian Kulczyk holds 84,255,927 (say: eighty-four million twohundred fifty-five thousand nine hundred twenty-seven) shares in theCompany, constituting 38.77% (say: thirty-eight and seventy-sevenhundredth percent) of the Company's share capital and authorising toexercise 84,255,927 (say: eighty-four million two hundred fifty-fivethousand nine hundred twenty-seven) votes on the Company's shareholdersmeeting, constituting 38.77% (say: thirty-eight and seventy-sevenhundredth percent) of the total number of votes on the Company'sshareholders meeting and Dominika Kulczyk does not hold (neitherdirectly nor indirectly) any shares in the Company.
As required under Art. 69 (4)(5) of the Act Sebastian Kulczyk andDominika Kulczyk inform that Sebastian Kulczyk holds the Company'sshares referred to herein indirectly, via Luglio, and KI. No othersubsidiaries of Sebastian Kulczyk or Dominika Kulczyk hold shares in theCompany.
As required under Art. 69 (4)(6) of the Act Sebastian Kulczyk andDominika Kulczyk inform that no person referred to in Art. 87 (1)(3)(c)exists.
As required under Art. 69 (4)(7) of the Act Sebastian Kulczyk andDominika Kulczyk inform that the number of votes calculated in line withArt. 69b (2) of the Act, to the acquisition of which Sebastian Kulczykor Dominika Kulczyk would be entitled or obliged as holders of financialinstruments referred to in Art. 69b (1)(2) of the Act, which are notexecuted solely by way of pecuniary settlement is 0 (say: zero).
As required under Art. 69 (4)(8) of the Act Sebastian Kulczyk andDominika Kulczyk inform that the number of votes calculated in line withArt. 69b (3) of the Act, to which the financial instruments referred toin Art. 69b (1)(2) of the Act would be connected is 0 (say: zero)."