RB 73/2024
With reference to Current Report No. 60/2024 dated September 19, 2024, the Management Board of PragmaGO S.A., based in Katowice, Poland (the “Issuer”), informs that on December 5, 2024, the conditions precedent for the Issuer’s acquisition of 2,719,439 shares in the share capital of Telecredit IFN S.A., based in Bucharest (Romania) (“Telecredit”), representing 89% of the share capital in Telecredit, under the sales agreement concluded on September 19, 2024, between the Issuer (as Buyer), RC2 (Cyprus) Limited, a limited liability company under Cypriot law with its registered office in Nicosia (Cyprus) and Ms. Elisa Rusu (as Sellers) and Reconstruction Capital II Limited, Cayman Islands (as Guarantor) (the “Transaction”).
In connection with the fulfillment of the conditions precedent to the Transaction, the Issuer unconditionally acquired 2,719,439 shares of Telecredit, with a nominal value of LEI 1 each, representing 89% of the share capital of Telecredit and 89% of the total number of votes of Telecredit (the “Shares”) for a total sale price of EUR 5,785,000.
According to the Issuer’s business strategy related to the acquisition of the Shares, Telecredit is expected to significantly increase the scale of its digital factoring financing business. In addition, based on this company, the Issuer intends to introduce its embedded finance model (merchant cash advance and BNPL B2B products) to the Romanian market.
In connection with the implementation of the Transaction, Ms. Elisa Rusu and Ms. Daniela Crutan will remain members of Telecredit’s governing body. In addition, Mr. Jacek Obrocki, who serves as Vice President of the Issuer’s Management Board, has been appointed as a member of the Board of Directors (supervisory body) of Telecredit.
At the same time, the Issuer announces that in order to fulfill one of the conditions precedent to the acquisition of the Shares, on December 5, 2024, in execution of the loan agreement between the Issuer and Telecredit (the “Loan Agreement”), the Issuer released financing in the total amount of EUR 2,278,000 and RON 485,000 earmarked for repayment of Telecredit’s obligations under loan agreements between Telecredit and its affiliates. The financing provided is to be repaid within 6 months from the date of its disbursement. Under the terms of the Loan Agreement, the Issuer is also authorized to mobilize further financing in the amount of EUR 1,625,500 for Telecredit’s day-to-day operations.
According to the information provided by the Issuer in Current Report No. 70/2024 dated December 2, 2024, the Issuer financed the acquisition of the Shares with the proceeds from the issuance of K shares implemented pursuant to the resolution of the Issuer’s Extraordinary General Meeting of December 2, 2024.
Legal basis: Article 17 (1) MAR – confidential information.