Legal basis ? Article 70 Subsection 1 of the Act on Public Offering ? purchase or disposal of a significant block of shares
The Management Board of Quantum Software S.A. announces that on 17 July, 2014 it received from Quantum Assets Sp. z o.o. a notification of direct disposal of Quantum Software S.A. shares pursuant to Article 69 of the Act of 29 July, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies. According to this notification:
As a result of the contract executed on 11 July, 2014 for disposal of the Company’s shares in performance of a submitted statement on acquiring 100% of shares of the newly incorporated limited company in the process of formation MINVESTA sp. z o.o. with its registered office in Cracow, all shares of the Company held so far by the shareholder have been disposed of to the shareholder’s subsidiary ? MINVESTA sp. z o.o. with its registered office in Cracow. Thus, Quantum Assets sp. z o.o. ceased to be an entity holding at least 50% of the number of votes at the Company.
Shares were disposed of by contributing the Company’s shares to which Quantum Assets sp. z o.o. was entitled by way of a non-cash contribution to pay for the shares in the share capital of the subsidiary. In connection with the disposal of the Company’s shares to an entity included in the same group, the obligations referred to in Articles 72-74 of the Act, in accordance with the provisions of Article 75 (3) (2) of the Act, did not arise.
On 11 July, 2014 the title of ownership of 675,421 A series registered shares of the Company was transferred, and upon making the recommended entry in the investment account maintained by the brokerage office for MINVESTA sp. z o.o. in the process of formation, the title of ownership of 222,979 B series bearer shares of the Company will be transferred to MINVESTA sp. z o.o.
I point out that before the performance of these transactions, Quantum Assets sp. z o.o. held 675,421 A series registered shares of the Company, which constituted a total of 45.61% of the Company’s share capital, and which carried 1,350,842 votes at the General Meeting of the Company, which constituted 60.56% of the total number of votes, and 222,979 B series bearer shares of the Company, which constituted a total of 15.06% of the Company’s share capital, and which carried 222,979 votes at the Company’s General Meeting, which constituted 9.99% of the total number of votes.
A and B series shares constituted a total of 60.67% of the Company’s share capital and carried 1,573,821 votes at the General Meeting of the Company, which constituted 70.55% of the total number of votes.
After the transactions have been performed, Quantum Assets sp. z o.o. will not hold any shares of the Company and will not be entitled to exercise any voting rights at the General Meeting of the Company.
Quantum Assets sp. z o.o. does not have any other subsidiaries than MINVESTA sp. z o.o. in the process of formation (in which it holds 100% of shares in the share capital and 100% of votes at the General Meeting) that would hold the Company’s shares.
There are no persons referred to in Article 87 (1) (3) (c) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies