RB 49/2020
The Management Board of PragmaGO S.A. seated in Katowice _”the Company” or “the Issuer_ announces confidential information concerning the Issuer’s knowledge of the stages of the negotiation process conducted by its parent company Pragma Inkaso S.A. based in Tarnowskie Góry _”Pragma Inkaso”_ with the Polish Enterprise Funds SCA registered in Luxembourg _”Buyer”_ regarding the terms and conditions of the sale of the Issuer’s shares by Pragma Inkaso, the public disclosure of which has been delayed.
At the same time, the Issuer’s Management Board informs that the negotiation process conducted by Pragma Inkaso with the Buyer has been recognized as a process stretched over time, which will result in the conclusion of an investment agreement and a shareholders’ agreement. In the course of this process, the Issuer has identified intermediate stages, themselves meeting the criteria for qualifying as confidential information. The disclosure of confidential information about the existence of intermediate stages during the negotiation process was delayed until the knowledge of Pragma Inkaso’s conclusion of the agreement under which Pragma Inkaso will enter into binding obligations _ which occurred on November 26, 2020. upon Pragma Inkaso’s conclusion of the Investment Agreement and Shareholders’ Agreement, of which the Issuer became aware and informed in current report No. 48/2020 dated November 26, 2020 _ pursuant to Article 17 (1) and (4) of the Regulation of the European Parliament and of the Council _EU_ No. 596/2014 of April 16, 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”_ and Article 4 of Commission Implementing Regulation _EU_ 2016/1055 of June 29, 2016. laying down implementing technical standards as regards the technical conditions for appropriate public disclosure of inside information and delaying the public disclosure of inside information in accordance with Regulation of the European Parliament and of the Council _EU_ No. 596/2014 _”Implementing Regulation”_, due to the protection of the Issuer’s legitimate interests, i.e. the risk of negative impact of information disclosure on the course and outcome of Pragma Inkaso’s negotiations with the Buyer, and thus the risk of unfavorable business and financial consequences for the Company, in particular, the negative impact on the Company’s ability to obtain financing, and the risk of improper assessment of the information by the market.
The following intermediate stages of the negotiation process were subject to delayed public disclosure:
1_ of November 15, 2019 on the knowledge of the conclusion on November 15, 2019. by Pragma Inkaso with the Fund of a term-sheet concerning the material terms and conditions of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso.
Contents of the delayed confidential information:
“The Management Board of Pragma Faktoring S.A. with its seat in Katowice _”the Issuer”_ informs that on November 15, 2019 it received knowledge of the conclusion on November 15, 2019 by the parent company Pragma Inkaso S.A. based in Tarnowskie Góry _”Pragma Inkaso”_ of a term-sheet concerning the material terms of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso _”Term-Sheet”_. In addition to Pragma Inkaso, the parties to the Term-Sheet are: the Polish Enterprise Funds SCA fund registered in Luxembourg _”Buyer”_, the shareholders of Pragma Inkaso: Guardian Investment sp. z o.o. based in Tarnowskie Góry, Dom Maklerski BDM S.A. based in Bielsko-Biała, Mr. Jacek Obrocki and the President of the Issuer’s Management Board Tomasz Boduszek.
The Term-Sheet does not constitute a legally binding agreement, subject to the provisions of confidentiality, negotiation exclusivity, applicable law and dispute resolution, costs and the legal nature of the Term-Sheet.
The Term-Sheet does not constitute a commitment to enter into any agreement, nor does it constitute a commitment by Pragma Inkaso to sell shares of the Issuer. The Term-Sheet sets forth the material terms and conditions of a potential transaction _”Transaction”_ including:
i. acquisition of the Issuer’s shares by the Buyer through a tender offer by the Buyer for up to 100% of the Issuer’s shares;
ii. payment of dividends to the Issuer’s shareholders;
iii. possibility of removal of dematerialization and withdrawal of the Issuer’s shares from trading on the regulated market operated by the Warsaw Stock Exchange in cases specified in the Term-Sheet;
iv. issuance of new shares by the Issuer. In accordance with the provisions of the Term-Sheet, the Buyer will conduct due diligence on the Issuer. The parties have also agreed on a period of negotiating exclusivity for conducting due diligence and holding discussions on the potential Transaction. The target structure of the Transaction, including, in particular, the wording of the investment agreement, which will specify the detailed terms of the Transaction, will be determined by the parties to the Transaction during further negotiations. The Issuer considered the above information to be material information, as if the Transaction is implemented, it will have a significant impact on the Company and its shareholders.” 2_ dated September 18, 2020, on becoming aware of the conclusion of an addendum to the term-sheet by Pragma Inkaso with the Fund on September 18, 2020, regarding the material terms of the Transaction for the disposal of the Issuer’s shares by Pragma Inkaso. Content of the delayed confidential information:
“The Management Board of PragmaGo S.A. with its seat in Katowice _”Issuer”_ informs that it became aware on September 18, 2020 of the conclusion on September 18, 2020 by the parent company Pragma Inkaso S.A. with its registered office in Tarnowskie Góry _”Pragma Inkaso”_ an annex to the term-sheet concluded on November 15, 2019 concerning the material terms of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso _”Term-Sheet”_, _”Annex”_. In addition to Pragma Inkaso, the parties to the Annex are: the Polish Enterprise Funds SCA fund registered in Luxembourg _”Buyer”_, the Issuer’s shareholders: Guardian Investment sp. z o.o. based in Tarnowskie Góry and Mr. Jacek Obrocki, as well as the President of the Issuer’s Management Board, Tomasz Boduszek. The Annex did not change the legal nature of the Term-Sheet. The Term-Sheet does not constitute a legally binding agreement, subject to the provisions of confidentiality, negotiation exclusivity, applicable law and dispute resolution, costs and the legal nature of the Term-Sheet.
Term-Sheet does not constitute an obligation to enter into any agreement, nor does it constitute an obligation of Pragma Inkaso to sell shares of the Issuer. Pursuant to the terms of the Term-Sheet, the parties to the Term-Sheet have updated the material terms of the potential Transaction, which includes:
i. acquisition of the Issuer’s shares by the Buyer through a tender offer by the Buyer for up to 100% of the Issuer’s shares;
ii.
the possibility of lifting the dematerialization and withdrawal of the Issuer’s shares from trading on the regulated market operated by the Warsaw Stock Exchange in cases specified in the Annex;
iii. issuance of new shares by the Issuer. Pursuant to the provisions of the Annex, the Buyer will conduct an updated due diligence of the Issuer for the period following December 31, 2019. The parties have extended the period of negotiating exclusivity for conducting the updating due diligence and holding discussions on the potential Transaction. The target structure of the Transaction, including in particular the wording of the investment agreement, which will set out the detailed terms of the Transaction, will be determined by the parties to the Transaction during further negotiations. The Issuer considered the above information to be material information, as if the Transaction is implemented, it will have a significant impact on the situation of the Company and its shareholders.” Pursuant to the wording of the third paragraph of Article 17(4) of the MAR Regulation, the Issuer will immediately after the publication of this report inform the Financial Supervision Commission of the delayed disclosure of the above confidential information, submitting a written explanation on the fulfillment of the conditions set forth in Article 17(4) points a_ – c_ of the MAR Regulation. Legal basis: Article 17 (1) and (4) MAR – confidential information.
