| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 94 | / | 2015 | | | | | | Date of issue: | 2015-10-08 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | SOPHARMA AD | | | | Subject | | | | | | | | | | | | | Notification | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | Sopharma AD (the “Company") notifies that on 30 September 2015 Sopharma AD, Sofia, UIC 831902088, hereinafter referred to as "receiving company" and Momina Krepost AD, Veliko Tarnovo, Str. Magistralna 23, UIC 104055543, hereinafter referred to as "transferring company" signed a Contract for transformation through merger in accordance with the requirements of art. 262d and following of the Commercial Act (CA), as a result of which all assets of Momina Krepost AD shall be transferred to Sopharma AD and the latter shall become its legal successor. Momina Krepost AD shall be terminated without liquidation.
Pursuant to art. 124, par. 1 of the Public Offering of Securities Act (POSA) the Contract for transformation, as well as reports of the management bodies of the companies involved in the transformation of the company under art. 262i of the CA and the report of the examiner under art. 262m of the CA have been submitted and are subject to approval by the deputy chairman of the Financial Supervision Commission, managing the "Investment Supervision" division.
According to the signed contract, in connection with the implementation of the transformation shall be carried out a transfer of shares of the receiving company Sopharma AD, owned by the receiving company, which shares will be distributed among the shareholders of the transferring company Momina Krepost AD (except the shareholder Sopharma AD). The capital of the receiving company Sopharma AD will not be increased through the issuing of new dematerialized registered shares. For one share of Momina Krepost AD each shareholder pursuant to art. 261b, app. 1 of the CA will receive 0.655675 shares of the capital of Sopharma AD. This ratio, as well as all other documents, related to the transformation are due for a review by the FSC.
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