Subject:

Disclosure of delayed inside information – commencement of negotiations concerning the execution of an investment agreement, execution of an investment agreement, execution of a shareholders’ agreement and share purchase agreements in Sellintegro limited liability company

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 24.06.2021 it decided to delay the disclosure of inside information concerning the execution of a term sheet and the commencement by the Issuer of negotiations concerning the acquisition of shares and an investment by the Issuer in Sellintegro spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław (“Sellintegro”), and on 30.07.2021 it decided to delay the disclosure of inside information concerning the execution on 30.07.2021 by the Company of: i) a conditional investment agreement with the shareholders of Sellintegro, i.e. Paweł Jaworski, Paweł Pindera, Tomasz Mazur, RST Ventures For Earth sp. z o.o. ASI S.K.A. and Sellintegro sp. z o.o., in which the parties set out the principles governing the Issuer’s investment in Sellintegro as an investor (the “Investment Agreement”); ii) a conditional shareholders’ agreement with Paweł Jaworski, Paweł Pindera, Tomasz Mazur and RTS Ventures For Earth sp. z o.o. ASI S.K.A., in which the parties set out the rules governing the operation of Sellintegro during the period of the Issuer’s investment in Sellintegro (the “Shareholders’ Agreement”); and iii) a conditional agreement obliging Marcin Rutkowski (a Sellintegro shareholder leaving the company) to sell all his shares in Sellintegro, 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 precedent specified in the Investment Agreement and the execution of the share purchase agreements provided for in the Investment Agreement.

On 30.08.2021, the Company transferred all rights and obligations it had previously held under the above agreements to the Issuer’s subsidiary H88 S.A. As a result of the assignment, H88 S.A. assumed all rights and obligations of the Issuer under the above agreements. Accordingly, on 30.08.2021, in performance of the above agreements, H88 S.A. entered into agreements to acquire from i) Paweł Jaworski, Paweł Pindera and Tomasz Mazur 17 shares each in the share capital of Sellintegro for PLN 1.500.000 each (if the conditions specified in the Investment Agreement are fulfilled, each seller may be entitled to additional consideration of PLN 700.000), and from ii) Marcin Rutkowski 27 shares in the share capital of Sellintegro (all shares held by him) for PLN 2.000.000. The 78 acquired shares represent in aggregate 16,7% of the share capital of Sellintegro.

At the same time, on 30.08.2021, the Extraordinary Shareholders’ Meeting of Sellintegro increased the share capital of Sellintegro by PLN 6.950 through the creation of 139 shares to be subscribed for as follows: i) Paweł Jaworski, Paweł Pindera and Tomasz Mazur will each subscribe for 4 shares; ii) RST Ventures For Earth spółka z ograniczoną odpowiedzialnością ASI S.K.A. will subscribe for 2 shares; iii) H88 S.A. will subscribe for 125 shares in exchange for a contribution of PLN 15.000.000. Following registration of the above share capital increase, H88 S.A. will hold, together with the shares already acquired, a total of 203 shares representing 33,50% of the share capital of Sellintegro.

Furthermore, on 30.08.2021 H88 S.A. entered into a conditional agreement to acquire 57 shares in the share capital of Sellintegro from RST Ventures For Earth spółka z ograniczoną odpowiedzialnością ASI S.K.A. for a price of PLN 7.200.000, the completion of which is conditional upon the future results achieved by Sellintegro. Following its completion, H88 S.A. will hold, together with the shares previously held, a total of 260 shares representing 42,90% of the share capital of Sellintegro.

At the same time, the Investment Agreement provides H88 S.A. with the right to initiate a further increase in the share capital of Sellintegro, as a result of which H88 S.A. may subscribe for an additional 117 shares in Sellintegro, thereby increasing its interest to 52,14% of the share capital, and additionally provides for an option to acquire from RST Ventures For Earth spółka z ograniczoną odpowiedzialnością ASI S.K.A. all shares in the share capital of Sellintegro held by it on the repurchase date.

The Investment Agreement and the share sale agreements contain customary representations and warranties of the parties concerning the shares and the company’s business, including warranties regarding the parties’ capacity to enter into the agreements and warranties that the Investment Agreement does not breach any other agreements, administrative decisions, rulings or judgments. In the event of a breach of the truthfulness of the representations and warranties or a breach of obligations, the parties are liable on the terms and within the periods specified in the Investment Agreement and the share sale agreements.

The Investment Agreement provides for a non-compete obligation for the shareholders who are founders of Sellintegro, i.e. Paweł Jaworski, Paweł Pindera and Tomasz Mazur, for a period of one year after the relevant founder ceases to serve on the Management Board of Sellintegro (which may not occur earlier than 31.12.2025).

Sellintegro is a company operating in the SaaS model by providing tools for the automation and mass integration of IT systems. The company has developed unique technology enabling rapid integration, among others, of e-commerce systems with accounting, warehouse, logistics, financial and other platforms or systems (ERP, CRM, WMS). Sellintegro is a leading provider in Poland of integrations between business systems (ERP) and e-commerce. The solutions provided by Sellintegro are used daily by several thousand customers, including both large enterprises and dynamically growing small and medium-sized companies.