August 21, 2017 / 15:54
Regulatory filing
The Management Board of Agora S.A. with its registered seat in Warsaw (“Agora”, “the Company”) hereby informs about receiving on August 21st, 2017, the notification from Discovery Polska Sp. z o.o. (“Discovery”) on intention to execute the option to buy the remaining 51.06% shares in the company Green Content Sp. z o.o. (Green Content) from Agora on September 1st, 2017.
On the basis of the investment agreement executed on December 9th, 2016 (“the Agreement”) Discovery purchased from Agora 860 shares in the share capital of Green Content each with a nominal value of PLN 50.0 and with total nominal value of PLN 43.0 thousand representing 21.5% of share capital of Green Content for total price of PLN 4.0 million. Additionally, Discovery acquired 2,150 (each with the nominal value of PLN 50.0) in increased capital of Green Content in exchange for cash contribution in the amount of PLN 10.0 million.
As a result, as of the day of receiving by Agora the notification on intention to execute the option Discovery had in total 3,010 shares in the share capital of Green Content, which constitutes ca. 48.94% votes at the general meeting of shareholders of Green Content.
The Company informed about execution of the Agreement in regulatory filing 30/2016. The Agreement included, in accordance with the rules defined, the possibility to sell the remaining Agora’s shares to Discovery by December 31st, 2017.
Execution of this option will be effective at the moment of recording at Agora’s financial account the amount of PLN 19.0 million as the price for purchase of 51.06% shares in Green Content.
As a result of execution of the option Discovery will hold 100% of shares in the share capital of Green Content, and Agora shall cease to be a stakeholder in Green Content. .
The transaction shall have a positive impact on the financial results of the Company and the Agora Group in the third quarter of 2017. The Company will provide these numbers after execution of the option.
As a result of an analysis performed, Agora decided that the above information should be reported as confidential information within the meaning of article 17, paragraph 1 of Market Abuse Regulation, and is thus reported as this regulatory filing.
Legal basis: article 17, paragraph 1 of the Regulation of the European Parliament and Council Regulation (EC) No. 596/2014 of 16th of April, 2014 on market abuse (Regulation on Market Abuse), and repealing Directive 2003/6/EC of the European Parliament and of the Council and the Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC.
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