Mermeren Kombinat : 2023 04 27 Prospectus

PROSPECTUS

for takeover of shares issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep)

The Securities Commission is not liable for the reliability, completeness and accuracy of the information contained in the Prospectus for the takeover of shares issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep).

DOLIT INVESTMENTS S.A., represented by

Savvas Andreas Liasis, Chief Executive Officer,

through the proxy Darko Nikoloski

_________________________

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1.	INFORMATION ABOUT THE ACQUIRER	3
2.	RESPONSIBLE PERSONS	3

2.1. INFORMATION ABOUT THE PERSONS WHO ARE RESPONSIBLE FOR THE INFORMATION

CONTAINED IN THEPROSPECTUS	3
2.2. STATEMENT GIVEN BY THE PERSONS RESPONSIBLE FOR DRAFTING THEPROSPECTUS	3
2.3. STATEMENT BY THE PERSONS RESPONSIBLE FOR DRAFTING THEPROSPECTUS	4
3. INFORMATION ABOUT THE AUTHORIZED LEGAL ENTITY THAT MAKES
THE TAKEOVER BID FOR AND ON BEHALF OF THE ACQUIRER	4
4. INFORMATION ABOUT THE TARGET COMPANY	4
4.1. COMPANY NAME AND HEADQUARTERS OF THE TARGET COMPANY	4
4.2. SECURITIES THAT THE TAKEOVER BID REFERS TO	5
5. DETAILED INFORMATION ABOUT THE TAKEOVER BID	5
5.1. CONDITIONS UNDER WHICH THE BID IS IMPLEMENTED	5
5.2. PROCEDURE FOR ACCEPTANCE OF THE BID	6
5.3. A DETAILED DESCRIPTION OF THE CONDITIONS FOR WITHDRAWING THE TAKEOVER BID	9

5.4. DETAILED DESCRIPTION OF THE REQUIREMENTS FOR TERMINATION OF THE TAKEOVER BID,

IF THE TAKEOVER BID IS MADE WITH REQUIREMENTS FOR TERMINATION REFERRED TO IN ARTICLE

17 OF THE LAW ON TAKEOVER OF JOINT STOCK COMPANIES

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5.5. DETAILED DESCRIPTION OF THE REQUIREMENTS FOR POSTPONING THE TAKEOVER BID (THE REQUIREMENTS FOR POSTPONING THE TAKEOVER BID MUST BE IN ACCORDANCE WITH ARTICLE 30

OF THE LAW ON TAKEOVER OF JOINT STOCK COMPANIES)	9
5.6. OTHER IMPORTANT INFORMATION REGARDING THE TAKEOVER BID	10
6. DETAILED INFORMATION ABOUT THE TARGET COMPANY AND THE
SECURITIES THAT THE TAKEOVER BID REFERS TO	10
6.1. BASIC INFORMATION ABOUT THE TARGET COMPANY	10
6.2. BASIC INFORMATION ABOUT THE SECURITIES THAT THE TAKEOVER BID REFERS TO	10

6.3. INFORMATION ABOUT THE ENTITIES ACTING IN CONCERT WITH THE TARGET COMPANY AND

ON THE MANNER OF THEIR ACTION IN CONCERT

12

6.4. INFORMATION ABOUT THE TOP TEN LARGEST HOLDERS OF SECURITIES ISSUED BY THE

TARGET COMPANY, ACCORDING TO THE FOLLOWING TABLE

12

6.5. AUDITED FINANCIAL STATEMENTS FOR THE LAST TWO YEARS PREPARED IN ACCORDANCE WITH THE INTERNATIONAL ACCOUNTING STANDARDS AND INTERNATIONAL FINANCIAL REPORTING

STANDARDS, AND AN INDEPENDENT AUDIT OPINION FOR THE LAST TWO YEARS PREPARED IN

ACCORDANCE WITH INTERNATIONAL AUDITING STФANDARDS	12
7. DETAILED INFORMATION ABOUT THE ACQUIRER	30
7.1. BASIC INFORMATION ABOUT THE ACQUIRER	30

DOLIT INVESTMENTS S.A., represented by

Savvas Andreas Liasis, Chief Executive Officer,

through the proxy Darko Nikoloski

_________________________

1

7.2. INFORMATION ABOUT THE COMPANIES THAT, IN RELATION TO THE TAKEOVER BID, ACT IN

THEIR OWN NAME AND ON BEHALF OF THE ACQUIRER

32

7.3. INFORMATION ABOUT THE ENTITIES WHO ACT IN CONCERT WITH THE ACQUIRER AND THE

MANNER OF THEIR ACTION IN CONCERT

32

7.4. INFORMATION ABOUT THE PERCENTAGE PARTICIPATION AND THE TYPE OF SECURITIES, AS WELL AS THE PARTICIPATION IN THE VOTING RIGHTS THAT THE ACQUIRER AND THE ENTITIES ACTING IN CONCERT DURING THE ANNOUNCEMENT OF THE TAKEOVER BID, ALREADY HAVE IN THE TARGET

COMPANY

33

7.5. ACQUIRER'S FINANCIAL STATEMENTS FOR THE LAST TWO YEARS, STATING THE AUDITOR'S

OPINION OR STATING THAT THEY HAVE NOT BEEN AUDITED

33

1. DATA CONCERNING THE SOURCES OF FINANCING OF THE TAKEOVER BID (WHETHER THE BID WILL BE FINANCED FROM THE COMPANY'S OWN CASH, THROUGH A BANK LOAN, OR IN ANOTHER WAY) AND CONCERNING THE EFFECTS OF THE BID ON THE STATEMENT OF FINANCIAL POSITION AND THE STATEMENT OF COMPREHENSIVE INCOME OF THE ACQUIRER OR THE GROUP IT BELONGS TO 33
2. A DESCRIPTION OF ANY SIGNIFICANT CONTACTS, TRANSACTIONS OR NEGOTIATIONS BY THE ACQUIRER WITH THE TARGET COMPANY TO WHICH THE TAKEOVER BID RELATES OR WITH SOME OF

THE TARGET COMPANY'S SHAREHOLDERS	33
8. EXPECTED OUTCOME OF THE TAKEOVER BID	34
8.1. PURPOSE OF THE TAKEOVER BID	34

8.2. INTENTION AND PLANS OF THE ACQUIRER IN RELATION TO THE FUTURE OPERATION OF THE TARGET COMPANY, AND IF THE TAKEOVER BID HAS AN IMPACT IN RELATION TO THE FUTURE

OPERATION OF THE ACQUIRER (LEGAL ENTITY) AS WELL	34
8.3.	BUSINESS POLICY OF THE TARGET COMPANY AFTER THE TAKEOVER	34

DOLIT INVESTMENTS S.A., represented by

Savvas Andreas Liasis, Chief Executive Officer,

through the proxy Darko Nikoloski

_________________________

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1. INFORMATION ABOUT THE ACQUIRER
2. 1. DOLIT INVESTMENTS SINGLE MEMBER S.A., with short business name DOLIT INVESTMENTS S.A., a trade company established in accordance with the laws of the Hellenic Republic, with business registration number (GEMI) 167772701000, with registered office at Boulevard Pentelis no. 103, Chalandri, 152 34, Attica, Greece, represented by Savvas Andreas Liassis, Chief Executive Officer, through the proxy Darko Nikoloski with residence at Oktomvriska No. 69B-12, 7500 Prilep.
3. RESPONSIBLE PERSONS
4. 1. Information about the persons who are responsible for the information contained in the Prospectus
   2. • Information about the persons responsible for the information contained in the Prospectus, and which refer to DOLIT INVESTMENTS SINGLE MEMBER S.A., with short business name DOLIT INVESTMENTS S.A., a trade company established in accordance with the laws of the Hellenic Republic, with business registration number (GEMI) 167772701000, with registered office at Boulevard Pentelis no. 103, Chalandri, 152 34, Attica, Greece, represented by Savvas Andreas Liassis, Chief Executive Officer, through the proxy Darko Nikoloski with residence at Oktomvriska No.
        69B-12, 7500 Prilep:
      • • Darko Nikoloski - Proxy
   3. Statement given by the persons responsible for drafting the Prospectus

"According to our beliefs and knowledge and in accordance with the information we have, we declare under moral, substantive and criminal responsibility that the Prospectus contains all the information needed to the holder of the securities that are the subject of the takeover bid, to make the appropriate decision in relation to acceptance or non- acceptance of the takeover bid, that the published information is true, complete and correct, and that no information has been omitted that could influence the decision of the holder of securities to accept the takeover bid or not".

• DOLIT INVESTMENTS SINGLE MEMBER S.A., with short business name DOLIT INVESTMENTS S.A., a trade company established in accordance with the laws of the Hellenic Republic, with business registration number (GEMI) 167772701000, with registered office at Boulevard Pentelis no. 103, Chalandri, 152 34, Attica, Greece, represented by Savvas Andreas Liassis, Chief Executive Officer, through the proxy Darko Nikoloski with residence at Oktomvriska No. 69B-12, 7500 Prilep

DOLIT INVESTMENTS S.A., represented by

Savvas Andreas Liasis, Chief Executive Officer,

through the proxy Darko Nikoloski

_________________________

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Darko Nikoloski

________________________________________

2.3. Statement by the persons responsible for drafting the Prospectus

"The bid applies to all shareholders who own securities, namely 193,708 ordinary shares with voting rights issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep). The acquirer undertakes to purchase each security in accordance with the prescribed and published conditions."

• DOLIT INVESTMENTS SINGLE MEMBER S.A., with short business name DOLIT INVESTMENTS S.A., a trade company established in accordance with the laws of the Hellenic Republic, with business registration number (GEMI) 167772701000, with registered office at Boulevard Pentelis no. 103, Chalandri, 152 34, Attica, Greece, represented by Savvas Andreas Liassis, Chief Executive Officer, through the proxy Darko Nikoloski with residence at Oktomvriska No. 69B-12, 7500 Prilep
  Darko Nikoloski
  _____________________________________

3. INFORMATION ABOUT THE AUTHORIZED LEGAL ENTITY THAT MAKES THE TAKEOVER BID FOR AND ON BEHALF OF THE ACQUIRER

Komercijalna banka AD Skopje (through the Securities Services Department) with headquarters at Vasil Iljoski Street No. 3, Skopje, R. North Macedonia, with tax number MK4030989254937 and EMBS (Company's Unique ID Number) 4065573.

4. INFORMATION ABOUT THE TARGET COMPANY

4.1. Company name and headquarters of the target company

The issuer of the securities to which the takeover bid refers is Joint Stock

Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep) with headquarters at Lece Koteski No. 60A, 7500 Prilep, R. North Macedonia, registered in the Central Registry of the Republic of North Macedonia with tax number MK4021978120000 and EMBS (Company's Unique Registry Number) 4058615 (hereinafter Mermeren Kombinat AD Prilep).

DOLIT INVESTMENTS S.A., represented by

Savvas Andreas Liasis, Chief Executive Officer,

through the proxy Darko Nikoloski

_________________________

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