RB: 48/2020
Data: 1 December 2020
Notification of major shareholding
Legal basis: Art. 70 sec. 1 of the Act on Public Offering

Treść raportu:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the “Company”) hereby announces that in furtherance of Article 69 Sec. 1 Item 1), Article 69 Sec. 1 Item 2), Article 69 Sec. 2 Item 1) letter a) in conjunction with Article 69a Sec. 1 Item 3) and Article 87 Sec. 5 Item 1) of Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text: Journal of Laws 2019, item 623, as amended) (hereinafter, “Act on Public Offering”), on 30 November 2020, the Management Board of the Company received, from Ms. Agnieszka Van Bergh (hereinafter, the “Notifying Party”) a notice.

The Notifying Party informed the Company about simultaneous, indirect disposal and acquisition of shares in the Company in a number representing over 10% of the total number of votes in the Company.

Simultaneous indirect acquisition and disposal, by the Notifying Party, of shares in the Company occurred as a result of obtaining on 27 November 2020 by Benefit Invest 2 Corporation with its principal place of business in the city of Halifax, Nova Scotia Canada (hereinafter, “Benefit Invest 2”), being fully owned subsidiary of the Notifying Party, the status of a dominant entity (within the meaning of Article 4 Item 14) of the Act on Public Offering) over Benefit Invest Limited with its registered seat in Dublin (hereinafter, “Benefit Invest”), which holds 10.38% of the total number of votes in Benefit Systems, as a result of acquiring by Benefit Invest 2 from the Notifying Party of 120 shares in Benefit Invest (hereinafter, “Transaction”).

The Notifying Party informed that the Transaction has not resulted in a change in the total number of shares or votes in the Company, held indirectly by the Notifying Party.

Prior to the Transaction the Notifying Party held and after the Transaction the Notifying Party still holds indirectly 540,049 shares in the Company, constituting 18.66% of the shares in the share capital of the Company, representing 540,049 votes in the Company, constituting 18.66% in the total number of votes in the Company, wherein:

1)    prior to the Transaction:
a)    Benefit Invest held 300,421 shares in the Company, constituting 10.38% of the shares in the share capital of the Company, representing 300,421 votes in the Company, constituting 10.38% in the total number of votes in the Company;
b)    Fundacja Drzewo i Jutro held 239,628 shares in the Company, constituting 8.28% of the shares in the share capital of the Company, representing 239,628 votes, constituting 8.28% in the total number of votes in the Company;

2)    after the Transaction:
a)    Benefit Invest 2 holds indirectly, through Benefit Invest, 300,421 shares in the Company, constituting 10.38% of the shares in the share capital of the Company, representing 300,421 votes in the Company, constituting 10.38% in the total number of votes in the Company;
b)    Fundacja Drzewo i Jutro holds 239,628 shares in the Company, constituting 8.28% of the shares in the share capital of the Company, representing 239,628 votes, constituting 8.28% in the total number of votes in the Company.
Additionally, the Notifying Party informed that:
1.    there are no subsidiaries of the Notifying Party (within the meaning of Article 4 Item 15) of the Act on Public Offering), other than Benefit Invest and Fundacja Drzewo i Jutro, that hold the shares in the Company;
2.    in relation to the Notifying Party there are no persons referred to in Article 87 Sec. 1 Item 3) letter c) of Act on Public Offering, and
3.    the Notifying Party is not entitled to votes from the shares of the Company as referred to in Article 69 Sec. 4 Items 7) - 9) of the Act on Public Offering, other than as indicated above.