Current Report 17/2017
28/12/2017 • 13:15
Subject:
Execution of a material agreement by a Group company
Content:
The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that today H88 S.A. with its registered office in Poznań (“H88”), as purchaser, entered into an investment agreement and a preliminary agreement for the sale of shares in a limited liability company (the “Agreement”) with the partners of a general partnership, as sellers.
The subject of the Agreement is all shares in a limited liability company to be created through the transformation of Krakowskie e-Centrum Informatyczne JUMP Dziedzic Pasek Przybyła s.j. (the “General Partnership”).
The partners of the General Partnership undertook to transform the General Partnership, within the meaning of the Commercial Companies Code, into a limited liability company (“Kei.pl”). Pursuant to the Agreement, the transformed company will provide under the Kei.pl brand the same services currently provided by the General Partnership. The assets of the transformed company will include all assets currently belonging to the general partnership.
The partners undertook to enter into with H88 (or an entity designated by H88) one or more final agreements for the sale of 100% of the shares in Kei.pl within 14 days from the transformation of the General Partnership, but no later than 30.04.2018. Furthermore, the Agreement was entered into subject to conditions precedent making H88’s obligation to acquire shares in Kei.pl conditional, among other things, on: (i) a satisfactory audit result, (ii) the number of services provided being consistent with the Agreement, and (iii) the representations and warranties made in the Agreement remaining true and current. The conditions were reserved for the benefit of H88.
The total sale price for all shares was set at PLN 22.000.000. The Agreement provides for a price adjustment mechanism. Transfer of ownership of the shares is conditional upon payment of the full price.
The partners undertook, among other things, to conduct the business in a manner preserving its existing commercial and financial position, not to take actions that would adversely affect its financial, legal or factual position or exceed the amounts specified in the Agreement, and to allow an audit covering the financial, tax, legal and technical condition of the business. For breach of these obligations, H88 is entitled to demand payment of a contractual penalty of PLN 10.000 for each breach.
The partners undertook not to conduct activities competitive with H88 for a period of 4 years from execution of the final agreement.