Current Report 25/2024
29/11/2025 • 12:13
Subject:
Public disclosure of delayed inside information concerning the decision to commence negotiations regarding the acquisition of shares in Shoper S.A.
Legal basis:
Article 17(4) MAR – notification of delayed disclosure of inside information.
Content:
The Management Board of cyber_Folks S.A. [“Company”], acting pursuant to Article 17(1) in conjunction with Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse [Market Abuse Regulation] 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 [“MAR Regulation”], hereby publicly discloses the following inside information concerning the decision to commence negotiations regarding the acquisition of shares in Shoper S.A. with its registered office in Kraków [“Shoper”].
The public disclosure of the inside information was delayed on 20 November 2024 pursuant to Article 17(4) of the MAR Regulation. The Company decided to publish the delayed inside information of 20 November 2024 on 29 November 2024 due to the cessation of the grounds for further delaying the information, in view of the conclusion of the negotiated preliminary agreement for the sale of Shoper shares.
Content of the delayed inside information:
“The Management Board of cyber_Folks S.A. [“Company”] announces that on 20 November 2024 the Company decided to commence negotiations with “MODHAUS” spółka z ograniczoną odpowiedzialnością [“Modhaus”], K_K Fundacja Rodzinna [“K_K”], R_E Fundacja Rodzinna [“R_E”], KFF Societe a Responsabilite Limitee KFF Societe [“KFF”] and V4C Poland Plus Fund S.C.A. SICAV FIAR [“V4C”], jointly referred to as the [“Sellers”], concerning the conclusion of a preliminary agreement for the sale of shares in Shoper S.A. with its registered office in Kraków [“PSPA”].
The Company intends to conclude the PSPA, which will oblige the parties to conclude final agreements for the sale of shares in Shoper S.A. [“Shoper”], pursuant to which:
1) Modhaus will sell to the Company no more than 2.289.082 [two million two hundred eighty-nine thousand eighty-two] Shoper shares;
2) K_K will sell to the Company no more than 2.289.082 [two million two hundred eighty-nine thousand eighty-two] Shoper shares;
3) R_E will sell to the Company no more than 2.289.082 [two million two hundred eighty-nine thousand eighty-two] Shoper shares;
4) KFF will sell to the Company no more than 2.289.082 [two million two hundred eighty-nine thousand eighty-two] Shoper shares;
5) V4C will sell to the Company no more than 4.882.817 [four million eight hundred eighty-two thousand eight hundred seventeen] Shoper shares.
The Company intends that the sale price per Shoper share will be the same for all Sellers and will amount to PLN 39 [thirty-nine zlotys] per Shoper share.
The Company intends to conclude the PSPA by 29 November 2024.”
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