SOPHARMA AD (65/2022) Notification for initiation of a tender offering to the shareholders of Sopharma properties REIT

Podstawa prawna: art. 56. 1. 2 of Act on Public Offering.

Sopharma AD extend a tender offer to

the shareholders of Sopharma Imoti REIT

Sofia, Bulgaria, July 29, 2022 - According to the requirements of art. 154, para 1 of LPOS and art. 36 from Ordinance 13 as of 22.12.2003, "Sopharma" AD (SFA: "BSE-Sofia" AD, SPH: Warsaw Stock Exchange) notifies that at with letter 15-00-6/28.07.2022 the Financial Supervision Commission advised "Sopharma" AD that the Commission does not issue a final prohibition on the publication of a corrected tender offering by "Sopharma" AD, for the purchase through investment intermediary MK Brokers AD of 14,632,655 shares ( 66.66%) of the capital of "Sopharma Properties" REIT from the remaining shareholders of the company.

In connection with the above and in accordance with the provisions of Art. 154, para. 1 of the LPOS, Sopharma AD publishes the Tender Offering to the shareholders of "Sopharma Properties" REIT, the essential conditions of which in summary are as follows:

1. Information about offeror

The offeror is "Sopharma" AD, a company with public status within the meaning of Art. 110, para. 1 of the Law on the Public Offering of Securities, established in the Republic of Bulgaria and entered in the Commercial Register maintained by the Registration Agency, with the company name "Sopharma" AD, EIK 831902088, with headquarters and management address: Sofia, district Nadezhda, ul. Iliensko shose No. 16, LEI code 097900BGGW0000048796.

According to Art. 5 of the Articles of Association of the Company, the subject of activity of "Sopharma" AD is: production of medicines and chemical-pharmaceutical preparations, commercial activity in the country and abroad, scientific and research activity in the field of phytochemistry, chemistry and pharmaceuticals.

As of the date of registration of the Tender Offering, Sopharma AD has capital in the amount of BGN 134,797,899, which is fully paid.

2. The offered price per share from the offeror is BGN 8.20.

3. The number of shares that the offeror does not own and is obliged to request to acquire is 14,632,655 shares, representing 66.66% of the capital and votes in the general meeting of "Sopharma Properties" REIT.

4. The Offeror has no intention of changing the capital of the Company within three years from the completion of the Tender Offering. The intentions of the offeror are to preserve the main activity of "Sopharma Properties" REIT in the next 5-8 years. The offeror does not declare any intention to make changes in the structure of the Company. No changes are foreseen in the composition of the Board of Directors or the personnel of the Company three years after the completion of the tender offer.

5. The evaluation of the price per share in summary is as follows:

a. The price offered by the offeror is BGN 8.20 per share.

b. The calculated fair price of the shares is BGN 6.23 per share.

c. The value, according to the valuation methods used, is as follows:

Table No 1 Evaluation methods

Evaluation method Value Weight

Discounted dividends 4.66 20.0%

Net asset value 3.42 20.0%

Peers 5.09 60.0%

Value per share 4.67 100.0%

Source: "Mane Capital"

Table No. 2 valuation according to Art. 5 of Ordinance No. 41

Method Value Weight

Value according to the evaluation methods 4.67 20.0%

Weighted Average price for the last 6 months 6.62 80.0%

Value per share 6.23 100.0%

Source: "Mane Capital"

d. According to a report issued by the Bulgarian Stock Exchange AD, the weighted average market price in the last six months was BGN6,616 per share.

e. Information on whether the company is actively traded

Table No3 Trade data

In accordance with art. 36, para 3 of Ordinance 13 as of 22.12.2003, Sopharma AD advises all interested parties that the final version of the Tender offering can be found on the platform https://www.x3news.com/ and on the Company's websied www.sopharmagroup.bg, section Investors, News for investors.

Please, on the basis of art. 100k, para. 1 of the LPOS give publicity to the above information.

Attachments:

1. PART I of the TENDER OFFERING pursuant to Art. 149, para. 1 of the LPOS for the purchase of up to 14,632,655 shares, representing 66.66% of the capital and votes in the general meeting of "Sopharma Properties" REIT, BASIC INFORMATION

2. PART II of the TENDER OFFERING pursuant to Art. 149, para. 1 of the LPOS for the purchase of up to 14,632,655 shares, representing 66.66% of the capital and votes in the general meeting of "Sopharma Properties" REIT, JUSTIFICATION OF THE PROPOSED PRICE

3. Statement of the management body of "Sopharma properties" REIT

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