EQS-News: oceansix future paths Ltd.
/ Key word(s): Miscellaneous
EARLY WARNING NEWS RELEASE OF SULLAM HOLDINGS L.R. LTD., TEDEA TECHNOLOGICAL DEVELOPMENT AND AUTOMATION LTD., AND RAM.ON FINANCE GMBH HERZELIA, ISRAEL AND BERLIN, GERMANY, MAY 17, 2023 - Sullam Holdings L.R. Ltd. ("Sullam") a company with head offices in Herzelia, Israel, together with its joint actors (i) Tedea Technological Development and Automation Ltd. ("Tedea"), a company with head offices in Herzelia, Israel; and (ii) RAM.ON Finance GmbH, ("RAM" and together with Sullam and Tedea, the "Joint Actors"), a company with head offices in Berlin, Germany, have collectively acquired 3,201,000 ordinary shares (the "Shares") in the capital of Oceansix Future Paths Ltd. (the "Issuer") at an average price of approximately $0.034 per share for an aggregate purchase price of $109,247 (the "Acquisition"). These Shares were purchased on the open market through the facilities of the TSX Venture Exchange (the "TSXV") between September 21, 2022 to May 9, 2023 and represent 2.08% of the Issuer's total issued and outstanding Shares. The Joint Actors hold their securities of the Issuer for investment purposes and may, depending on various factors including, without limitation, market and other conditions, increase or decrease their beneficial ownership, control or direction over additional securities of the Issuer, through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise. Prior the Acquisition, Sullam had beneficial ownership and control of (i) 28,945,000 Shares, representing 18.83% of the issued and outstanding Shares, and (ii) 11,943,810 warrants, each exercisable for the purchase of one Shares ("Warrants"). If the Warrants held by Sullam were exercised in full, Sullam would own a total of 40,888,810 Shares, or approximately 24.69% of the issued and outstanding Shares. Following the Acquisition, Sullam holds beneficial ownership and control over (i) 29,972,000 Shares representing 19.50% of the issued and outstanding Shares, and (ii) 11,943,810 Warrants. If the Warrants held by Sullam were exercised in full, Sullam would own a total of 41,915,810 Shares, or approximately 25.31% of the issued and outstanding Shares. Prior to the Acquisition, Tedea had beneficial ownership and control over (i) 28,945,000 Shares representing approximately 18.83% of the issued and outstanding Shares, and (ii) 11,943,810 Warrants. If the Warrants held by Tedea were exercised in full, Tedea would own a total of 40,888,810 Shares, or approximately 24.69% of the issued and outstanding Shares. Following the Acquisition, Tedea holds beneficial ownership and control over (i) 29,879,500 Shares representing approximately 19.44% of the issued and outstanding Shares, and (ii) 11,943,810 Warrants. If the Warrants held by Tedea were exercised in full, Tedea would own a total of 41,823,310 Shares, or approximately 25.25% of the issued and outstanding Shares. Prior the Acquisition, RAM had beneficial ownership and control over 30,295,037 Shares representing approximately 19.71% of the issued and outstanding Shares. Following the Acquisition, RAM holds beneficial ownership and control over 31,534,537 Shares representing 20.52% of the issued and outstanding Shares. Prior to the Acquisition, the Joint Actors collectively had beneficial ownership and control over (i) 88,185,037 Shares representing 57.38% of the issued and outstanding Shares, and (ii) 23,887,620 Warrants. If the Warrants held by the Joint Actors were exercised in full, the Joint Actors would own a total of 112,072,657 Shares, or approximately 63.11% of the issued and outstanding Shares. After the Acquisition, the Joint Actors collectively hold 91,386,037 Shares representing 59.46% of the issued and outstanding Shares and 23,887,620 Warrants. Upon exercise of the Warrants, the Joint Actors may acquire up to 23,887,620 Shares. As a result of the Acquisition and assuming the exercise of all Warrants, the Joint Actors would collectively hold 115,273,657 Shares, which on a partially-diluted basis represents approximately 64.91% of the issued and outstanding Shares. The Acquisition is exempt from the formal bid requirements of National Instrument 62-104 - Take Over Bids and Issuer Bids ("NI 62-104") as the Acquisition occurred in reliance on the Normal Course Purchase Exemption set out in Section 4.1 of NI 62-104. The facts supporting reliance on that exemption are that: (i) the bid was for not more than 5% of the outstanding Shares; (ii) the aggregate number of Shares acquired in reliance on this exemption by the Joint Actors within any period of 12 months, when aggregated with acquisitions otherwise made by the Joint Actors within the same 12-month period does not exceed 5% of the Shares outstanding at the beginning of the 12-month period; (iii) the Shares trade on the TSXV; and (iv) the value of the consideration paid for the acquired Shares was not in excess of the market price at the date of acquisition, as determined in accordance with Section 1.11 of NI 62-104, plus reasonable brokerage fees or commissions actually paid. This press release is issued pursuant to the early warning requirements of NI 62-104 and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires reports to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Reports"). A copy of the Early Warning Reports will be available under the Issuer's SEDAR profile at www.sedar.com and each Joint Actor's Early Warning Report may be obtained by contacting the respective Joint Actor at the contact information set forth below. For more information please contact: Sullam Holdings L.R. Ltd. Tedea Technological Development and Automation Ltd. RAM.ON Finance GmbH 18.05.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
1636673 18.05.2023 CET/CEST
