Current Report 3/2024
15/04/2024 • 23:10
Subject:
Disclosure of delayed inside information concerning the commencement of negotiations and conclusion of a conditional preliminary agreement for the sale of the Issuer’s shares in Profitroom S.A.
Legal basis:
Art. 17 sec. 1 MAR – inside information.
Content:
The Management Board of cyber_Folks S.A. with its registered office in Poznań [“Issuer”] announces that on 06.02.2024 it decided to delay disclosure of inside information concerning the commencement of negotiations regarding the sale of the Issuer’s shares in Profitroom S.A. with its registered office in Poznań [“Profitroom”], pursuant to Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse [Market Abuse Regulation] and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
The reason for disclosure of the delayed inside information is the completion of negotiations and conclusion of the conditional preliminary share sale agreement, as defined below.
On 15.04.2024, a conditional preliminary share sale agreement was concluded, pursuant to which the Issuer will sell to MCI DC Alternatywna Spółka Inwestycyjna spółka z ograniczoną odpowiedzialnością w organizacji [“Buyer”] – a portfolio company of MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty [acting on behalf of the MCI.EuroVentures 1.0. sub-fund] – all shares held by the Issuer in the share capital of Profitroom S.A. [“Agreement”]. The Issuer holds 5.044.683 shares representing 33,34% of Profitroom’s share capital. Completion of the transaction covered by the Agreement is conditional upon completion of the antitrust procedure and the Buyer obtaining an insurance policy covering the civil liability of the sellers, in particular in connection with any inaccuracy of representations made in the Agreement. The final deadline for satisfaction of the above conditions was set at 30.09.2024. Closing of the transaction, understood as including conclusion of the final share sale agreement, settlement of the sale price and transfer of title to the shares in the Company’s share capital, should generally occur no later than within 10 business days from satisfaction of the above conditions. The total price for the shares sold by the Issuer will not exceed PLN 97.531.429,75 [“Price”]. The Price will be paid immediately after conclusion of the final share sale agreement. The Agreement also contains representations and warranties customary for transactions of this type concerning the shares and Profitroom’s operations.
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