RB 4/2020
The Management Board of Pragma Faktoring S.A. based in Katowice (the “Issuer“), informs that on January 20, 2020. The Issuer entered into agreements with the partners of Brutto sp. z o.o. based in Warsaw (the “Company“, “Brutto“) for the purchase of the Company’s shares (collectively the “Agreements“, each separately the “Agreement“).
Pursuant to the Agreements, the Issuer will acquire a total of 2,096 (two thousand and ninety-six) Gross shares, with a nominal value of PLN 100.00 per share (“Share 1“), from the Gross shareholders. The ownership of 2,092 (two thousand ninety-two) Shares 1 will pass to the Issuer on January 20, 2020, the transfer of ownership of 4 (four) Shares 1 has been reserved by time and will take place on December 31, 2023. Shares 1 represent 98.9% of the gross share capital.
The total price of Share 1 is PLN 1,564,936.48 (one million five hundred sixty-four thousand nine hundred thirty-six and 48/100) (the “Price“). The Price was paid by the Issuer on January 20, 2020. The Price paid by the Issuer for the acquisition of Share 1, is subject to change in the future. The value of the adjustment of the Price is related to the financial results achieved in the future by Brutto and by the Issuer in terms of transactions completed in the Brutto sales channel ( earn-out mechanism). As a condition for the transfer of ownership of part of Share 1, the Issuer issued four blank promissory notes with promissory note declarations, which was fulfilled. The total maximum amount of the Issuer’s liabilities under the promissory notes is PLN 13.2 million; the promissory notes secure the Issuer’s possible future liabilities under the above-mentioned Price adjustment.
In accordance with the provisions of the Agreement, ownership of the remaining 24 (twenty-four) shares held by the other Gross shareholders will be transferred to the Issuer after December 31, 2023, under the terms and conditions detailed in the Agreement.
On January 20, 2020. The Issuer also submitted a declaration to acquire 804 (eight hundred and four) new shares in the increased share capital of Brutto (“Shares 2“) and agreed to make a cash contribution of PLN 600,000.00 (six hundred thousand) for the acquisition of Shares 2.
As part of the Agreements, the Issuer undertook to conclude registered pledge agreements with the partners of Brutto, under which registered pledges are to be established on Shares 1 and Shares 2. The establishment of registered pledges is intended to secure the Issuer’s performance of its obligations under the earn-out mechanism. The Agreements contain provisions for contractual penalties in the event of non-performance of contractual obligations by the parties to the Agreements. Brutto is a fintech specializing in cooperation with platforms enabling online invoicing and online accounting consisting in onlineproviding financial services to platform clients. The company cooperates with fakturownia.pl, ifirma . pl, afaktury. pl, szybkafaktura.pl, favato .pl, among others. PragmaGO will provide Brutto with a wide range of online financial products, technology for their implementation and financing, which will allow Brutto to offer additional high-quality services to the platforms’ clients. The cooperation will be implemented in a white label model, under Brutto’s brand (customer acquisition and service) on PragmaGO’s books. Brutto will also sell complementary third-party services, tailoring the offer to the needs of a given Client. Brutto’s founders will be part of its governing bodies: Piotr Strzelecki will continue as President of the Management Board, and Rafal Agnieszczak will be part of the Supervisory Board. The agreements are significant for the Issuer, as they represent another stage in the implementation of the Issuer’s development strategy and provide the Issuer with an opportunity to significantly increase its client portfolio, which may have a significant impact on its financial performance.
Legal basis: article 17 (1) MAR
Preview the report here