Czerska 8/10 Street
Numer KRS: 59944
September 21, 2021 / 18:49
The Management Board of Agora S.A. with its registered seat in Warsaw ("Agora", "the Company") with reference to the current report no. 46/2020 of 31 December 2020, informs that on 21 September 2021 the Company completed negotiations with key managers of the subsidiary Helios S.A. who are also minority shareholders of Helios S.A. ("Managers") regarding the change of the terms of call and put options relating to their shares in Helios S.A., and signed relevant annexes with them.
The scope of the agreed changes includes, among others:
postponement of the possibility to call the Company by the Managers to purchase the shares of Helios S.A. held by them (put option) in such a way that:
In addition, the price for ca. 58% of the shares acquired under the put option from Managers until 30 June 2025, will be determined based on the results of Helios S.A. for the 2018 and 2019 financial years. In the remaining scope and from 1 July 2025 - for all shares - the basis for calculating the share price under the put and call options will be the result of Helios S.A. for the last two financial years.
At the same time, the Company was granted Drag Along Right.
Agora S.A. owns 91.4% of shares in Helios S.A. The remaining shares belong to the Managers.
Legal basis: Art. 17 sec. 1 of the Regulation of the European Parliament and of the Council _UE_ 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 Directive 2003/124 / EC, 2003 / 125 / EC and 2004/72 / EC.