Legal basis: Article 56. 1 point 1 of the Act on Public Offering ? confidential information
The Quantum Software S.A. Management Board (hereinafter referred to as the “Issuer”) informs that on 25 July 2014 the Issuer acquired 79,900 new shares with the face value of 50 PLN each of Quantum Qguar sp. z o.o., its subsidiary, increasing in this way the subsidiary share capital by PLN 3,995,000.00 (three million nine hundred and ninety-five thousand PLN) to PLN 4,000,000.00 (four million PLN). The newly created shares were covered by a contribution in kind constituting the Issuer’s business, with exclusions pursuant to Art. 551 in connection with Art. 552 of the Civil Code, including: fixed assets, stocks, rights and obligations under the agreements concluded within the business activity, accounts receivable, trademarks and utility models, rights to internet domains, licenses, copyright and related rights, including rights to software and figurative marks, certain property rights such as shares in subsidiaries, short and long-term prepayments and accruals, development as well as employment relations under Art. 231 of the Labour Code.
In exchange for the above contribution in kind, the Issuer acquired 79,900 shares, which together with the existing shares represent 100% of the total Company share capital and votes at the General Meeting of Shareholders. The value of the contribution in kind was estimated at PLN 9,695,843.86 (in words: nine million six hundred and ninety-five thousand eight hundred and forty-three and 86/100 PLN). The APIC was allocated in total to the Quantum Qguar sp. z o.o. supplementary capital. As a result of the share acquisition and contribution in kind to cover the shares, the Issuer remained the dominant entity of Quantum Qguar sp. z o.o.
The Issuer made the contribution in kind to Quantum Qguar sp. z o.o. pursuant to Resolution no. 17 of the Quantum Software S.A. General Meeting of Shareholders of 6 June 2014 announced through message no. 16/2014. The transfer of the Issuer’s business with exclusions was made pursuant to the Business Transfer Agreement concluded on 25 July 2014 between the Issuer and Quantum Qguar Sp. z o.o. as a contribution covering the shares acquired.
The Agreement was concluded on arm’s-length terms. The Agreement concluded and the assets sold comply with the criteria for classifying them as material. The criterion for classifying an agreement or asset as material adopted by the Issuer is the agreement or asset corresponding to 10% of the Issuer’s equity capital.
As of the moment of the Quantum Qguar sp. z o.o. share capital increase on 25 July 2014, the Issuer will own 80,000 shares in the Quantum Qguar sp. z o.o. share capital, corresponding to 100% of this capital and 100% of the votes at the Quantum Qguar sp. z o.o. General Meeting of Shareholders.