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 MINVESTA sp. z o.o. in the process of formation a notification of direct acquisition 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 shares in performance of a submitted statement on acquiring 100% of shares in the newly incorporated limited company in the process of formation MINVESTA sp. z o.o. with its registered office in Cracow, all shares held so far by the shareholder Quantum Assets sp. z o.o., i.e. 675,421 A series registered shares of the Company and 222,979 B series bearer shares, have been disposed to MINVESTA sp. z o.o. in the process of formation, which is a subsidiary of the current shareholder, i.e. Quantum Assets sp. z o.o. Thus Quantum Assets sp. z o.o. ceased to be an entity holding at least 50% of the number of votes a the Company, and MINVESTA sp. z o.o. in the process of formation became an entity that reached and exceeded 50% of the total 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 MINVESTA sp. z o.o. in the process of formation. 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.
Currently MINVESTA sp. z o.o. in the process of formation holds 675,421 A series registered shares of the Company, which constitute a total of 45.61% of the Company’s share capital and carry 1,350,842 votes at the General Meeting of the Company, which constitute 60.56% of the total number of votes, and upon making recommended settlements on the investment account maintained by the brokerage office for MINVESTA sp. z o.o. in the process of formation, it will hold 222,979 B series bearer shares of the Company, which constitute a total of 15.06% of the Company’s share capital and carry 222,979 votes as the General Meeting of the Company, which constitute 9.99% of the total number of votes.
All A and B series shares of the Company constitute a total of 60.67% of the Company’s share capital and they carry 1,573,821 votes at the General Meeting of the Company, which constitute 70.55% of the total number of votes.
Until 11 July, 2014 MINVESTA sp. z o.o. in the process of formation did not hold the Company’s shares.
MINVESTA sp. z o.o. in the process of formation does not have subsidiaries holding the Company’s shares.
MINVESTA sp. z o.o. in the process of formation has no intention of further increasing its share in the total number of votes at the Company within 12 months from the submission of this notification.
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
After transactions have been concluded, there are no subsidiaries of MINVESTA sp. z o.o. in the process of formation holding the Company’s shares.