RB 60/2024
The Management Board of PragmaGO S.A., based in Katowice, Poland (the “Issuer”), informs that on September 19, 2024. The Issuer (as Buyer) has entered into an agreement for the sale (the “Sale Agreement”) of shares in the share capital of Telecredit IFN S.A., based in Nicosia (Cyprus), with RC2 (Cyprus) Limited, a limited liability company under Cypriot law, and Ms. Elisa Rusu (as Sellers) with the participation of Reconstruction Capital II Limited, based in the Cayman Islands (as Guarantor). headquartered in Bucharest, Romania (“Telecredit”), pursuant to which the Issuer will acquire 2,719,439 shares representing 89% of the share capital in Telecredit (the “Shares”) for a total price of EUR 5,785,000.00, with the proviso that the price may be increased to a maximum amount of EUR 6,230,000.00, provided that Telecredit’s financial results for 2025 show a net profit as specified in the Sale Agreement (the “Transaction”).
The transfer of ownership of the Shares to the Issuer and the payment of the price for the Shares (the “Closing of the Transaction”) is conditional and will occur upon the cumulative fulfillment of the conditions precedent indicated in the Sale Agreement, in particular, such as obtaining approvals of the relevant Romanian regulatory authorities for the effective acquisition of the Shares (if required by law) and determining the terms of further cooperation with Telecredit’s stakeholders regarding Telecredit’s financing model. Confirmation of the fulfillment of the conditions precedent is expected in the second half of October 2024.
The acquisition of the Shares will be financed, according to the Issuer’s Management Board’s plans, with funds obtained from the issuance of new shares of the Issuer to existing shareholders of PragmaGO S.A. and, in addition, from the Issuer’s cash surpluses.
Telecredit operates under the OMNICREDIT brand (www.omnicredit.ro) and is a leading Romanian fintech providing digital factoring and, to a lesser extent, loan financing to small and medium-sized businesses. According to the Issuer’s plans, following the acquisition of the Shares by the Issuer, Telecredit is expected to significantly increase the scale of its operations in terms of its current products, but also based on this company, the Issuer intends to introduce its embedded finance model (merchant cash advance and BNPL B2B products) to the Romanian market.
The Issuer will provide information on the Closing of the Transaction or its failure to close in a separate current report.
The Issuer’s Management Board also informs that in connection with the conclusion of the Sale Agreement, on September 19, 2024. The Issuer (as Investor) entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with Telecredit IFN S.A., based in Bucharest, Romania (“Telecredit” as Company) and Ms. Elisa Rusu (as Minority Shareholder). The key provisions of the Shareholders’ Agreement include:
– provisions on the competence and functioning of the bodies of Telecredit and the rules for the appointment and dismissal of their members,
– Granting the Issuer priority in acquiring all of the Minority Shareholder’s shares,
– Granting the Issuer the right to offer PragmaGO S.A. shares to the Minority Shareholder in exchange for Telecredit shares,
– Issuer’s authority to provide Telecredit with financing by increasing Telecredit’s share capital, providing Telecredit with an equity-converted loan or providing third-party financing.
The Shareholders’ Agreement comes into effect as long as the Closing of the Transaction occurs.
The issuer also reports on Telecredit’s financial results:
Data for 2023 as of December 31, 2023 (audited data):
– RON 9,926 thousand (PLN 9,078 thousand) – sales revenues,
– RON 1,765 thousand (PLN 1,614 thousand) – net profit,
– RON 39,954 thousand (PLN 34,928 thousand) – balance sheet total, including RON 31,737 thousand (PLN 27,745 thousand) receivables portfolio,
– RON 6,799 thousand (PLN 5,944 thousand) – equity.
Data for the first half of 2024 as of June 30, 2024 (unaudited data):
– RON 7,553 thousand (PLN 6,546 thousand) – sales revenues,
– RON 2,733 thousand (PLN 2,369 thousand) – net profit,
– RON 43,124 thousand (PLN 37,367 thousand) – total assets, including RON 40,793 thousand.
(PLN 35,347 thousand) receivables portfolio,
– RON 9,532 thousand (PLN 8,260 thousand) – equity.
Unaudited figures for factoring and lending turnover (value of financing provided to customers) are as follows: for 2023: RON 201,207 thousand (PLN 184,026 thousand) and for the first half of 2024: RON 141,644 thousand (PLN 122,756 thousand).
The above balance sheet figures have been converted at the average exchange rate of the National Bank of Poland for RON/PLN as of 29.12.2023 and 28.06.2024, respectively, while the result figures and turnover figures have been converted at the average exchange rate of the National Bank of Poland for RON/PLN as of the end of each month for 2023 and the first half of 2024, respectively.
The Issuer considered the above information to be important due to the fact that this transaction is expected to expand the Issuer’s operations outside Poland.
Legal basis: Article 17 (1) MAR – confidential information.
