Change in stake in the total number of votes in the company CCC S.A.
(Current report No. 54/2018)
06.12.2018 / The Issuer /
Legal basis
Art. 70, item 1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (hereinafter the "Act on Offering") - disposal / acquisition of a significant block of shares
The Management Board of CCC S.A. hereby informs that they have received from: a) the Company ULTRO S.à r.l., with its registered office in Luxembourg (hereinafter "ULTRO", a subsidiary of Dariusz Miłek), b) the Company ULTRO Holding SCSp, with its registered office in Luxembourg (hereinafter: "ULTRO Holding", a subsidiary of Dariusz Miłek), c) Dariusz Miłek, notifications of a change in the stake in the total number of votes.
According to the received notifications:
1 / ULTRO S.à r.l. ,with its registered office in Luxembourg (a subsidiary of Dariusz Miłek), informed that on 3 December 2018 as a result of making a cross-border merger (further referred to as "Merger") of the subsidiary of Dariusz Miłek the company ULTRO and a subsidiary Dariusz Miłek the Company Ultro sp. z o.o., with its registered office in Polkowice, National Court Register KRS No. 0000609286, as a result of which ULTRO has assumed all rights and obligations of Ultro sp. z o.o. and by law took over all its assets and liabilities, including the shares of the Company and thus ULTRO became a direct shareholder of the Company, share of Ultro Sp. z o.o. in the total number of votes at the General Meeting of the Company fell below 5%, i.e. to 0% and the share of ULTRO in the total number of votes at the General Meeting of the Company increased above 33% and 33 1/3%.
Before the Merger, ULTRO did not hold any shares of the Company and Ultro sp. z o.o. held a total of 11,060,000 shares of the Company, including 5,460,000 registered preference shares (each such share entitles to two votes at the general meeting of the Company) and 5,600,000 ordinary bearer shares, representing a total of 26.86% of share capital. Before the Merger, Ultro sp. z o.o. was entitled to exercise a total of 16.520.000 votes at the General Meeting of the Company, including 10.920.000 votes from registered preference shares and 5.600.000 votes from ordinary bearer shares, which totaled 34.55% of the total number of votes in the Company.
After the Merger, Ultro sp. z o.o. ceased to exist, while the Company's shares acquired by law were acquired by ULTRO, which thus directly holds a total of 11,060,000 shares of the Company, including 5,460,000 registered preference shares (each such share entitles to two votes at the general meeting of the Company) ) and 5,600,000 ordinary bearer shares, representing a total of 26.86% of share capital, which entitle to execute a total of 16,520,000 votes at the General Meeting of the Company, including 10,920,000 votes from registered preference shares and 5,600,000 votes from ordinary bearer shares, which constitutes in total 34.55% of the total number of votes in the Company.
2/ The Company ULTRO Holding SCSp, with its registered office in Luxembourg (a subsidiary of Dariusz Miłek), has informed that as a result of the in-kind contribution of the majority share package of ULTRO to ULTRO Holding on December 5, 2018 (hereafter: "In-kind Contribution"), ULTRO Holding became an indirect shareholder of the Company and the share of ULTRO Holding in the total number of votes at the General Meeting of the Company increased above 33% and 33 1/3%.
Prior to the In-kind Contribution, ULTRO Holding did not hold any shares of the Company, whereas after the In-kind Contribution, it indirectly holds (through its ULTRO subsidiary) jointly 11,060,000 shares of the Company, including 5,460,000 registered shares privileged by voting (each such share entitles to two votes at the general to the Company's meeting) and 5,600,000 ordinary bearer shares, representing a total of 26.86% of share capital, which entitles to exercise a total of 16,520,000 votes at the General Meeting of the Company, including 10,920,000 votes from registered preference shares and 5.600.000 votes from ordinary bearer shares, which constitutes in total 34.55% of the total number of votes in the Company.
3 / Dariusz Miłek informed that as a result of the Merger and In-kind Contribution, his indirect share as the parent company of ULTRO and ULTRO Holding in the total number of votes at the General Meeting of the Company did not change, only this share is controlled through the subsidiary company of the Notifying Party ULTRO Holding, the company of which is the parent company of ULTRO.
Prior the Merger and the In-kind Contribution Dariusz Miłek through Ultro Sp. z o.o. held a total of 11,060,000 shares of the Company, including 5,460,000 registered preference shares (each such share entitles to two votes at the general meeting of the Company) and 5,600,000 ordinary bearer shares, representing a total of 26.86% of share capital, which shares entitled to exercise 16,520,000 votes at the General Meeting of the Company, including 10,920,000 votes from registered preference shares and 5,600,000 votes from ordinary bearer shares, which totaled 34.55% of the total number of votes in company.
After the Merger and In-kind Contribution, the number of shares held by Dariusz Miłek and the votes resulting therefrom did not change, only this share is controlled via the subsidiary of the Notyfing Party ULTRO Holding, which is the parent company of ULTRO. After the Merger and the In-kind Contribution Dariusz Miłek, through the ULTRO Holding and its subsidiary ULTRO, holds a total of 11,060,000 shares of the Company, including 5,460,000 registered preference shares (each such share entitles to two votes at the general meeting of the Company) and 5,600,000 ordinary bearer shares, representing a total of 26.86% of share capital, which entitle to exercise 16,520,000 votes at the General Meeting of the Company, including 10,920,000 votes from registered preference shares and 5,600,000 votes from ordinary bearer shares, which constitutes in total 34.55% of the total number of votes in the Company.