March 6, 2018 / 16:48
Regulatory filing
In relation to regulatory filings 34/2017 dated 20 December 2017 and 5/2018 dated 15 February 2018, the Management Board of Agora S.A. with its registered seat in Warsaw (“Agora”) hereby informs that on 6 March 2018 Helios S.A., an Agora’s subsidiary (“Helios”) signed an investment agreement (“Investment Agreement”) with two individual investors: Piotr Grajewski and Piotr Komór (“Individual Investors”). The subject of the Investment Agreement is to establish a new company (“Company”) and co-operation between parties under the Agreement. The aim of the Company is to design the concept, create, manage and develop (mainly via establishing own brands) a network of 45 eateries located in Poland: in shopping centers or as independent premises.
When establishing the Company Helios S.A. shall take up 90% of shares (which corresponds to 90% of votes at the meeting of shareholders) and shall invest in it PLN 5.0 million. Helios estimates that the total amount of investment shall not exceed PLN 10.0 million. The Individual Investors shall jointly take up 10% in the Company (5% each). The Investment Agreement allows for them to increase their involvement up to 30% in total, provided that the Company meets defined financial targets.
The Individual Investors are experts in the gastronomy industry. They will perform functions in the management board of the Company and they will be responsible for conducting its operational activities. Helios will co-operate with the Company and will support its development.
The Investment Agreement defines, among other things, the corporate governance rules of the Company and the rules for the exit from the Company by Helios or Individual Investors.
The value of the investment is not a significant amount as far as Agora and its subsidiary company Helios S.A. are concerned. Nevertheless, the implementation of the investment in accordance with the Investment Agreement will mean that Helios, a company from the Agora Group, will start operating in a new segment of the market.
Legal basis: Article 17, paragraph 1 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 directive 2003/124/EC, 2003/125/EC and 2004/72/EC.
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