BMIT Technologies plc - Purchase Agreement for MPC Shares

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.