Notice of a change of the share in the total number of votes in the Company
Current report No. 4/2019
Legal basis: Article 70(1) of the Offering Act – acquisition or disposal of a qualifying holding
Legal basis: Article 70(1) of the Offering Act – acquisition or disposal of a qualifying holding
Acting pursuant to Article 70(1) of the Act on public offering and conditions governing the introduction of financial instruments to organised trading, and on public companies (‘the Act’), the Board of Directors of Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. (‘the Company’, ‘the Issuer’) hereby informs that, on 22 January 2019, the Company received from EPSILON Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych w Warszawie the following notice of a change of the share in the total number of votes in the Company prepared in accordance with Article 69 of the Act:
“Acting on behalf of SATURN Towarzystwo Funduszy Inwestycyjnych S.A. with its registered office in Warsaw, at ul. Zygmunta Krasińskiego 2A, 01-601 Warsaw, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XII Economic Division of the National Court Register under KRS number: 0000305034, with NIP [Taxpayer ID No.]: 1070011452, and REGON [Company Stat. ID No.]: 141340910, with the share capital of PLN 2,950,000, paid in the amount of PLN 2,670,000 (hereinafter ‘the Management Company’) managing and representing the investment fund: Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych, entered in the Register of Investment Funds maintained by the Regional Court in Warsaw, VII Civil Registry Division under number RFI 1000 (hereinafter ‘the Fund’, ‘the Shareholder’), under Article 69(1)(1)(1) of the Act on public offering and conditions governing the introduction of financial instruments to organised trading, and on public companies (consolidated text: Journal of Laws of 2018 item 512 — hereinafter ‘the Offering Act’), we hereby notify the Polish Financial Supervision Authority and the company with the business name: Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. with its registered office in Łomża (hereby also ‘the Company’) of the change of the number of votes at the General Meeting of Shareholders of the Company consisting in exceeding by the Fund the threshold of 25% of the total number of votes in the company with the business name: Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. with registered office in Łomża.
In order to meet the notification obligations below we are presenting subsequently the information required under Article 69(4) of the Offering Act:
1. Date and type of event which led to a change in the share which is the subject to the notification;
On 17 January 2019, as a result of the settlement of an over-the-counter transaction concluded on 16 January 2019, Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych acquired 1,500,000 (one million five hundred thousand) book-entry shares of the company with the business name: Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. with its registered office in Łomża, with ISIN code: PLPEPES00018.
2. The number of shares held prior to the change and their percentage share in the company’s share capital, and the number of votes attached to these shares and their percentage share in the total vote;
Prior to the notified change of the percentage, Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych held 23,629,982 shares of the Company, which accounted for 24.87% of the share capital of the Company and entitled their holder to 23,629,982 votes at the General Meeting of Shareholders, which accounted for 24.87% of the total number of votes at the General Meeting of Shareholders. Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych informed the Polish Financial Supervision Authority and the Company about reaching the level of 24.57% of the Company’s share capital (i.e. 23,345,498 shares) and of 24.57% of the total number of votes at the General Meeting of Shareholders of the Company (i.e. 23,345,498 votes) in the letter dated 25 July 2018.
3. The number of shares currently held and their percentage share in the company’s share capital, and the number of votes attached to these shares and their percentage share in the total vote;
Following the notified change of the percentage, Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych holds 25,129,982 shares of the Company, which account for 26.45% of the share capital of the Company and entitle their holder to 25,129,982 votes at the General Meeting of Shareholders of the Company, which accounts for 26.45% of the total number of votes at the General Meeting of Shareholders of the Company.
4. Subsidiaries of the notifying shareholder which hold the company’s shares.
There are no subsidiaries of the Shareholder which hold the Company’s shares.
5. The persons referred to in Article 87(1)(3)(c) of the Offering Act.
There are no persons referred to in Article 87(1) (3)(c) of the Offering Act.
6. The number of votes attached to shares calculated according to Article 69b(2), which may or must be acquired by it due to its status of a holder of financial instruments referred to in Article 69b(1)(1) and of financial instruments referred to in Article 69b(1)(2), which are not exercised exclusively through cash settlement, type or name of these financial instruments, their expiry date and the date on/by which the shares will be or may be acquired.
The Shareholder does not hold the financial instruments referred to in Article 69b(1) of the Offering Act.
7. The number of votes attached to shares calculated according to Article 69b(3), to which financial instruments relate directly or indirectly, referred to in Article 69b(1)(2), the type or name of such financial instruments and their expiry date.
The Shareholder does not hold the financial instruments referred to in Article 69b(1) of the Offering Act.
8. The total number of votes indicated pursuant to items 2, 6 and 7 above and its percentage share in the total number of votes.
Epsilon Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych currently holds 25.129.982 shares of the Company, which account for 26.45% of the share capital of the Company and entitle their holder to 25.129.982 votes at the General Meeting of Shareholders, which account for 26.45% of the total number of votes at the General Meeting of Shareholders.
In the next 12 months, the Shareholder does not rule out the possibility of direct or indirect decrease or increase in its holding in the Company.”
SIGNATURES OF THE COMPANY’S REPRESENTATIVES
Date Name and surname Position/Function Signature
2019-01-23 Wojciech Faszczewski President of the Board of Directors
2019-01-23 Tomasz Rogala Member of the Board of Directors
Tue 19, February 2019 by: Przemysław Modzelewski