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BMIT Technologies plc – Purchase Agreement for MPC Shares

Jonathan Falzon

July 10, 2025

10 July, 2025
5 min read
10 July, 2025
5 min read

Following last week's article detailing the performance of the S&P 500 index in 2025, it is worth devoting time to review the developments across the European equity markers in my last article of the year.

On 10 July 2025, BMIT Technologies plc announced that it entered into a Share Purchase Agreement (SPA) with Emirates International Telecommunications (Malta) Limited (EITML) to purchase 49,642,139 ordinary shares in the issued share capital of Malta Properties Company plc, which represent 49% of the total issued share capital of MPC and are listed on the Official List of the Malta Stock Exchange. The purchase price was set at €25,317,491 which corresponds to €0.51 per share of MPC being purchased.

The transfer of the shares is conditional on the timely fulfilment, by BMIT Technologies plc, of a number of conditions precedent, namely:  (i) the receipt of the necessary permit in terms of the Immovable Property (Acquisition by Non-Residents) Act (Cap. 246 of the Laws of Malta); (ii) the issue of an announcement regarding the Proposed Acquisition in accordance with the Capital Markets Rules and applicable law; (iii) the attainment of formal authorisation from the Malta Financial Services Authority (MFSA) with respect to an explanatory circular regarding the Proposed Acquisition; (iv) the dispatch of the said explanatory circular, duly approved by the MFSA, to the company’s shareholders; (v) the attainment of the approval of the general meeting with respect to the Proposed Acquisition; and (vi) the notification and/or attainment of approval, as may be required, of the Proposed Acquisition from the Malta Competition and Consumer Affairs Authority (MCCAA).

The Company is required to satisfy the Conditions Precedent on or before the 31 December 2025 or such other date as may be agreed between the parties (the Longstop Date), otherwise the effect of the promise made by the parties shall cease on the lapse of such date and neither of the parties would be liable for any damages, fees or expenses due to, or by, the other party, save that, if the Conditions Precedent have not been satisfied due to a breach by the company of certain obligations set out in the SPA, EITML would be entitled to claim pre-liquidated damages of €0.5 million.

The proposed acquisition is to be completed on a date falling not later than ten business days following the satisfaction of the conditions precedent or on any other date falling not later than the Longstop Date.  The SPA is governed by the laws of Malta and the Courts of Malta are vested with exclusive jurisdiction.

BMIT Technologies plc considers the seller, EITML, to be a related party.  BMIT explained that since the proposed acquisition constitutes a material related party transaction in terms of the Capital Markets Rules, it has been reviewed, assessed and approved by the company’s audit committee and thereafter, the Board of Directors.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

On 10 July 2025, BMIT Technologies plc announced that it entered into a Share Purchase Agreement (SPA) with Emirates International Telecommunications (Malta) Limited (EITML) to purchase 49,642,139 ordinary shares in the issued share capital of Malta Properties Company plc, which represent 49% of the total issued share capital of MPC and are listed on the Official List of the Malta Stock Exchange. The purchase price was set at €25,317,491 which corresponds to €0.51 per share of MPC being purchased.

The transfer of the shares is conditional on the timely fulfilment, by BMIT Technologies plc, of a number of conditions precedent, namely:  (i) the receipt of the necessary permit in terms of the Immovable Property (Acquisition by Non-Residents) Act (Cap. 246 of the Laws of Malta); (ii) the issue of an announcement regarding the Proposed Acquisition in accordance with the Capital Markets Rules and applicable law; (iii) the attainment of formal authorisation from the Malta Financial Services Authority (MFSA) with respect to an explanatory circular regarding the Proposed Acquisition; (iv) the dispatch of the said explanatory circular, duly approved by the MFSA, to the company’s shareholders; (v) the attainment of the approval of the general meeting with respect to the Proposed Acquisition; and (vi) the notification and/or attainment of approval, as may be required, of the Proposed Acquisition from the Malta Competition and Consumer Affairs Authority (MCCAA).

The Company is required to satisfy the Conditions Precedent on or before the 31 December 2025 or such other date as may be agreed between the parties (the Longstop Date), otherwise the effect of the promise made by the parties shall cease on the lapse of such date and neither of the parties would be liable for any damages, fees or expenses due to, or by, the other party, save that, if the Conditions Precedent have not been satisfied due to a breach by the company of certain obligations set out in the SPA, EITML would be entitled to claim pre-liquidated damages of €0.5 million.

The proposed acquisition is to be completed on a date falling not later than ten business days following the satisfaction of the conditions precedent or on any other date falling not later than the Longstop Date.  The SPA is governed by the laws of Malta and the Courts of Malta are vested with exclusive jurisdiction.

BMIT Technologies plc considers the seller, EITML, to be a related party.  BMIT explained that since the proposed acquisition constitutes a material related party transaction in terms of the Capital Markets Rules, it has been reviewed, assessed and approved by the company’s audit committee and thereafter, the Board of Directors.