Subject:

Disclosure of delayed inside information – execution of a preliminary agreement for the sale of shares in Profitroom S.A.

Legal basis:

Art. 17 sec. 1 MAR – inside information.

Content:

The Management Board of R22 with its registered office in Poznań (the “Issuer”) hereby announces that on 09.12.2019 it decided to delay the disclosure of inside information 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 Issuer obtaining financing under the loan agreement dated 14.01.2020, including an amount of PLN 30.000.000, which will allow the Issuer to finance the agreement for the purchase of shares in Profitroom S.A.

The delayed inside information concerned the execution by the Issuer on 09.12.2019 of an agreement for the sale of shares in Profitroom S.A., in the form of a preliminary agreement (the “Agreement”), completion of which was conditional, among other things, on the Issuer obtaining financing for the acquisition of shares in Profitroom S.A. Pursuant to the Agreement, on 20.01.2020 (or another date agreed by the parties), the Issuer will acquire from Profitroom S.A. shareholders a total of 3.364.011 shares and additionally subscribe for 840.336 shares, representing in aggregate 29,42% of the share capital of Profitroom S.A., for a total purchase and issue price of PLN 25.000.000 (the “First Closing Date”). On 16.06.2020 (or another date agreed by the parties), the Issuer will subscribe for a further 840.336 shares at an issue price of PLN 5.000.000, as a result of which the Issuer will hold a total of 5.044.683 shares representing 33,34% of the share capital of Profitroom S.A. The Agreement also contains customary representations and warranties for transactions of this type concerning the shares and the business of Profitroom S.A. It also provides for contractual penalties payable by the Parties for failure to perform obligations contemplated by the Agreement.

The Agreement also provides for the Issuer to enter into a shareholders’ agreement (the “Shareholders’ Agreement”) on the First Closing Date, regulating the rights and obligations of the shareholders and constituting an attachment to the Agreement, pursuant to which, during the period commencing on the date of approval by the General Meeting of Profitroom S.A. of the financial statements for the 2023 financial year or on 30.06.2024, whichever occurs first, but no later than within 60 days from the earlier of those events, the Issuer will have an option to acquire from Profitroom S.A. shareholders such number of shares as will allow the Issuer to obtain a majority stake in Profitroom S.A. The Shareholders’ Agreement provides the Issuer with a personal right to appoint 1 member of the Supervisory Board for as long as the Issuer holds a minority stake in Profitroom S.A.; if the Issuer exercises the share purchase option referred to above, it will be entitled to appoint 2 members of the Management Board and 2 Members of the Supervisory Board of Profitroom S.A.

Profitroom S.A. is a leading provider of SaaS applications for hotels and apartments, both in Poland and abroad. The investment in Profitroom S.A. is a natural step in the process of developing the Issuer’s involvement in modern, promising and innovative technology companies that can benefit from the experience and support of services already provided by companies in the Issuer’s group.