Subject:

Disclosure of delayed inside information – determination of transaction terms by R22 S.A. with TCEE Fund III S.C.A. Sicar concerning the sale by TCEE Fund III S.C.A. of shares in a subsidiary of R22 S.A., i.e. shares in H88 S.A.

Content:

The Management Board of R22 with its registered office in Poznań (the “Issuer”) hereby announces that on 16.01.2019 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 determination of transaction terms with TCEE Fund III S.C.A. Sicar and the execution on 1 March 2019 of an agreement concerning the terms of a transaction for the disposal by TCEE Fund III S.C.A. of 28,48 % of the shares in the Issuer’s subsidiary H88 S.A., and the fact that the information became public.

The delayed inside information concerned the acquisition by the Issuer or a subsidiary from the R22 Capital Group from TCEE Fund III S.C.A. Sicar of 28,48 % of the shares in H88 S.A.

As at the date of execution of the agreement, the Issuer holds 71.52 % of the shares in H88 S.A.

The agreement entered into on 1 March 2019 governs the terms of sale of all shares held by TCEE Fund III S.C.A. in H88 S.A. and provides that the sale will take place in two tranches. The first tranche concerns the sale of 30,647 shares for EUR 6,816,516.70, with closing of the transaction planned by 30 June 2019; the second tranche consists of TCEE Fund III S.C.A. Sicar granting a purchase option over its remaining 30,646 shares for EUR 6,816,516,70 directly to the Issuer or a subsidiary from the R22 Capital Group. Pursuant to the agreement, the Issuer or its subsidiary may exercise the option to acquire the second tranche of shares by 10 February 2020.

The parties agreed exclusivity for negotiations until 31 March 2019.

The Issuer plans to finance the entire acquisition using own funds and debt financing.

Negotiations are ongoing and the Issuer will provide information on subsequent steps related to the transaction.