Current Report 20/2021
30/09/2021 • 12:17
Subject:
Disclosure of delayed inside information – commencement of negotiations concerning the execution of an acquisition agreement, execution of a preliminary share purchase agreement. Execution of the final agreement for the acquisition of 100% of shares in Zenbox sp. z o.o.
Legal basis:
Art. 17 sec. 1 MAR – inside information.
Content:
The Management Board of R22 S.A. with its registered office in Poznań (the “Company”, the “Issuer”) hereby announces that on 24 June 2021 it decided to delay the disclosure of inside information concerning the commencement of negotiations aimed at the acquisition of 100% of shares in Zenbox spółka z ograniczoną odpowiedzialnością with its registered office in Częstochowa (“Zenbox”) by R22 S.A. or its subsidiary H88 S.A., and on 21 July 2021 it decided to delay the disclosure of inside information concerning the execution on 21 July 2021 of a preliminary agreement for the acquisition of 100% of shares in Zenbox (the “Preliminary Agreement”) by its subsidiary H88 S.A. with its registered office in Poznań with Bartosz Gadzimski and Aleksandra Gadzimska, the subject of which was the acquisition by H88 S.A., upon fulfilment of the conditions specified in the Preliminary Agreement, of 100% of shares in Zenbox, 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 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 disclosing the delayed inside information is the fulfilment of the conditions specified in the Preliminary Agreement and the execution on 30 September 2021 of the final agreement for the acquisition of 100% of shares in Zenbox by the Issuer’s subsidiary H88 S.A. (the “Agreement”).
H88 S.A. acquired a total of 100 shares in Zenbox representing 100% of the share capital for a total price of PLN 17.980.876 (the “Price”), including 99 shares from Bartosz Gadzimski for PLN 17.801.067,24 and 1 share from Aleksandra Gadzimska for PLN 179.808,76. The Price is payable on the date of execution of the Agreement.
The Sellers undertook and guaranteed that for a period of 2 years from the date of execution of the Agreement they would not engage in competitive activities.
The Agreement contains customary representations and warranties of the Sellers concerning the shares and the business, including warranties regarding their capacity to enter into the Agreement and warranties that the Agreement does not breach any other agreements, obligations, permits, administrative decisions, court judgments or orders. In the event of a breach of the truthfulness of the representations and warranties or a breach of obligations, the Sellers are jointly and severally liable on the terms and within the periods specified in the Agreement.
Zenbox is a company providing services in the areas of internet domain registration, hosting, physical servers, VPS, virtual servers, server management, and the distribution of SSL certificates and other complementary services.