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WYNIKI FINANSOWE GRUPY AGORA  W 3. KWARTALE 2023 R.

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WYNIKI FINANSOWE GRUPY AGORA W 3. KWARTALE 2023 R.

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AGORA S.A.
Czerska 8/10 Street
00-732 Warszawa

AGO -1,69%
mWIG40 0,13%
WIG-MEDIA 1,02%

Regon: 11559486
Numer KRS: 59944
NIP: 526-030-56-44

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January 29, 2021 / 18:36

03/2021 Conclusion of a preliminary real estate sale agreement and disclosure of delayed confidential information

  Regulatory filing

Management Board of Agora S.A. with its registered office in Warsaw ("Agora", "Company") informs that on 29 January 2021, the Company concluded a preliminary agreement for the sale of the perpetual usufruct right to a developed real estate with a total area of 7.46 ha, including the ownership title to buildings constituting an object of ownership separate from the land, located in Pila at ul. Krzywa 35, for which the District Court in Pila, VI Division of Land Registry, keeps a land and mortgage register with the number PO1I/00009141/0 ("Property").

The decision to sell the Property results from the fact that after the restructuring of the printing activity and the phasing out of printing plant in Pila in the second half of 2019 (about which Agora informed in regulatory filings No. 5/2019 of 5 March 2019 and No. 7/2019 of 25 March 2019) The Company does not effectively use the area of the Property for operating activities.

The estimated total value of the Property amounts to PLN 14.5 million net and its sale will not affect the operating result of the Agora Group in 2021, as the selling price of the Property is, as a general rule, in line with its book value. The transaction will be visible in the Group's cash flows and will result in a decrease in the value of the Group's fixed assets in the future.

The value of the Property being the subject of the agreement does not meet the established materiality criteria for this type of transactions, however, the Management Board decided that due to the one-off and non-operational nature of the transaction, information about it should be disclosed to the public in the form of a regulatory filing.

Pursuant to art. 17 sec. 4, third paragraph of the MAR Regulation, the Issuer will inform the Polish Financial Supervision Authority of the delay in disclosing the above confidential information immediately after the publication of this filing, by submitting a written explanation on the fulfillment of the conditions specified in Art. 17 sec. 4 points a) - c) of the MAR Regulation.

At the same time, the Management Board of the Company informs that the process of concluding the contract for the sale of the perpetual usufruct right to the Property (hereinafter referred to as the "Agreement") has been recognized as a process extended in time. In the course of this process, the Company identified an intermediate stage which itself meets the criteria for being classified as confidential. Providing confidential information about the occurrence of an intermediate stage in the sales process was delayed until the conclusion of the Agreement pursuant to Art. 17 sec. 1 and 4 of the Regulation of the European Parliament and of the Council No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR Regulation") and Art. 4 of the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to technical conditions for the proper disclosure of inside information to the public and delaying the disclosure of inside information to the public in accordance with the Regulation of the European Parliament and of the Council (EU) No. 596/2014 ("Implementing Regulation") due to the protection of the legitimate interests of the Issuer, ie. the risk of a negative impact of providing information on the possibility of concluding the Agreement. The intermediate stage referred to above was the commencement of negotiations on the sale of the perpetual usufruct right to the Property on 23 December 2020 and the signing by the Company of a letter of intent containing the boundary conditions of the considered transaction for the sale of the perpetual usufruct right to the Property.

Content of delayed confidential information as of 23 December 2020:

The Management Board of Agora S.A. with its seat in Warsaw ("Agora") hereby informs that on 23 December 2020 Agora S.A. began negotiations on the sale of a developed property located in Pila at ul. Krzywa 35, for which the District Court in Pila, 6th Land Registry Department keeps a land and mortgage register with the number PO1I/00009141/0 ("Property") ("Transaction").

Therefore, on 23 December 2020, Agora signed a non-binding letter of intent ("Term Sheet") with the potential buyer regarding the basic terms of the Transaction under consideration. The condition for carrying out the Transaction is, ia., agreeing on the detailed terms of the Property sale agreement and obtaining by the buyer financing for the purchase of the Property. The commencement of the negotiations described above does not mean that the negotiations will end in establishing the final terms of the Transaction. The Company will inform about the further stages of the Transaction in accordance with the requirements imposed by law. The decision to sell the Property results from the fact that the Company, after the phasing out of part of its printing activities, no longer uses the Property for operating activities.

The estimated total value of the Property and Movable Property amounts to PLN 14.5 million net.

The value of the Property being the subject of the agreement is not significant from the point of view of the Company, however, the Management Board concluded that due to the one-off and non-operational nature of the transaction and its potential impact on the Agora Group's operating results by the second quarter of 2021, it should be disclosed to the public in the form of a regulatory filing.

The commencement of negotiations is an intermediate stage of the extended process aimed at Agora's sale of the ownership of the Property.

Legal basis: Art. 17 sec. 1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 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.

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