The Management Board of Quantum software S.A. (referred to as the “Issuer” or the “Company”) announces that today they received information that the following shareholders (referred to as the “Notifiers” or the “Parties of the agreement”, who are:
- Minvesta sp. z o.o. with headquarters in Kraków (described later on as: “Minvesta”)
- Tomasz Hatala,
- Bogusław Ożoga,
- Marek Jędra,
- Tomasz Mnich,
- Tomasz Polończyk,
- Roberta Dykacz,
have reached the agreement, referred to in the Article 87(1) point 5) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Journal of Laws of 2013, item 1382, as amended), hereinafter respectively referred to as the “Agreement” and the “Law”.
The notifying conveyed following information:
The Agreement was reached due to the fact that the Parties of the Agreement wanted to announce the call to subscribe to the sales of all Company’s shares that are owned by shareholders others than the Parties of the Agreement pursuant to the procedure referred to in Article 91(6) of the Agreement, which may lead to the General Shareholders Meeting adopting a resolution on waiving of the Company’s shares dematerialisation, and then to applying to the Financial Supervision Authority for the approval of the restoration of the certificated form of the shares of the Company (waiving of the Company’s shares dematerialisation).
Pursuant to this Agreement there have been accepted the following arrangements:
(i) The Parties of the Agreement are obliged to make the call pursuant to the Article 91(6) of the Agreement, allocating associated activities to the entity running brokerage within the territory of Poland.
(ii) The Parties of the Agreement have agreed that Minvesta will be the Party purchasing the shares within the call.
Before reaching the Agreement:
1. Minvesta owned 898,400 shares of the Company comprising 60.67% of share in the share capital of the Company, which give right to exercise 1,573,821 of the voting rights at the General Shareholders Meeting , which constitutes 70.55% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 675,421 of the Company’s shares (45.61% of share in the share capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 1,350,842 of the voting rights at the General Shareholders Meeting (60,56% of the total number of votes at the General Shareholders Meeting).
(ii) 222,979 of the Company’s shares (15.06% of share in the share capital of the Company) constitute the bearer shares giving right to exercise 222,979 of the voting rights at the General Shareholders Meeting (9.99% of the total number of votes at the General Shareholders Meeting);
2. Tomasz Hatala owned 36,200 shares of the Company comprising 2.44% of share in the share capital of the Company, which give right to exercise 64,381 of the voting rights at the General Shareholders Meeting, making it a 2.88% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 28,181 of the Company’s shares (1.90% of share in the share capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 56,362 of the voting rights at the General Shareholders Meeting (2.53% of the total number of votes at the General Shareholders Meeting).
(ii) 8,019 of the Company’s shares (0.54% of share in the share capital of the Company) constitute the bearer shares giving right to exercise 8,019 of the voting rights at the General Shareholders Meeting (0.36% of the total number of votes at the General Shareholders Meeting);
3. Bogusław Ożóg owned 31,924 shares of the Company comprising 2.16.% of share in the share capital of the Company, which give right to exercise 51,074 of the voting rights at the General Shareholders Meeting, making it 2.29% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 19,150 of the Company’s shares (1.29% of share in the share capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 38,300 of the voting rights at the General Shareholders Meeting (1.72% of the total number of votes at the General Shareholders Meeting).
(ii) 12,774 of the Company’s shares (0.86% of share in the share capital of the Company) constitute the bearer shares giving right to exercise 12,774 of the voting rights at the General Shareholders Meeting (0.57% of the total number of votes at the General Shareholders Meeting);
4. Marek Jędra owned 8,200 shares of the Company comprising 0.55% of share in the share capital of the Company, which give right to exercise 14,584 of the voting rights at the General Shareholders Meeting, making it 0.65% of the total number of votes at the General Shareholders Meetings, out of which:
(i) 6,384 of the Company’s shares of the Company (0.43% of share in the share capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 12,768 of the voting rights at the General Shareholders Meeting (0.57% of the total number of votes at the General Shareholders Meeting).
(ii) 1,816 of the Company’s shares (0.12% of share in the share capital of the Company) constitute the bearer shares giving right to exercise 1,816 of the voting rights at the General Shareholders Meeting (0.08% of the total number of votes at the General Shareholders Meeting);
5. Tomasz Mnich owned 3,400 shares of the Company comprising 0.23% of share in the share capital of the Company, which give right to exercise 6,048 of the voting rights at the General Shareholders Meeting, making it 0.27% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 2,648 of the Company’s shares (0.18% of share in the share of the capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 5,296 of the voting rights at the General Shareholders Meeting (0.24% of the total number of votes at the General Shareholders Meeting).
(ii) 752 of the Company’s shares (0.05% of share in the share of the capital of the Company) constitute the bearer shares giving right to exercise 752 of the voting rights at the General Shareholders Meeting (0.03% of the total number of votes at General Shareholders Meeting);
6. Tomasz Polończyk owned 8,193 of the Company’s shares comprising 0.55% of share in the share of the capital of the Company, which give right to exercise 14,577 of the voting rights at the General Shareholders Meeting making it 0.65% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 6,384 of the Company’s shares of the Company (0.43% of share in the share capital of the Company) constitute the registered preference shares in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 12,768 of the voting rights at the General Shareholders Meeting (0.57% of the total number of votes at the General Shareholders Meeting).
(ii) 1,809 of the Company’s shares (0.12% of share in the share of the capital of the Company) constitute the bearer shares giving right to exercise 1,809 of the voting rights at the General Shareholders Meeting (0.08% of the total number of votes at the General Shareholders Meeting);
7. Robert Dykacz owned 16,465 of the Company’s shares comprising 1.11% of share in the share of the capital of the Company, which give right to exercise 28,297 of the voting rights at the General Shareholders Meeting, making it 1.27% of the total number of votes at the General Shareholders Meeting, out of which:
(i) 11,832 of the Company?s shares (0.80% of share on the share of the capital of the Company) constitute the registered preference shares giving right to exercise the right to vote in such a way that each share confers two votes at the General Shareholders Meeting, i.e. they give right to exercise 23,664 of the voting rights at the General Shareholders Meeting (1.06% of the total number of votes at the General Shareholders Meeting).
(ii) 4,633 of the Company’s shares (0.31% of share in the share of the capital of the Company) constitute the bearer shares giving right to exercise 4,633 of voting rights at the General Shareholders Meeting (0.21% of the total number of votes at the General Shareholder Meeting);
Before reaching the Agreement, the Parties owned in total 1,002,782 of the Company’s shares comprising 67.72% of share in the share of the capital of the Company, which give right to exercise 1,752,782 of the voting rights at the General Shareholders Meeting, making it 78.57% of the total number of votes at the General Shareholders Meeting. Following the conclusion of the Agreement, there were no changes with regard to the number of shares owned by each Notifier.
The calling to subscribe may ? after taking appropriate actions pursuant to the Agreement ? lead to the restoration of the certificated form of the bearer shares (waiving of the Company’s shares dematerialisation) and withdrawing them from trading on the regulated market. Accordingly, pursuant to the principles that are discussed in the Law, the Notifiers are going to announce the call to subscribe to the sales of all Company’s shares owned by the shareholders others than the Notifiers.