Agora S.A. - Polish media company
CLOSE
Tool-1

Breaking news


WYNIKI FINANSOWE GRUPY AGORA  W 3. KWARTALE 2023 R.

AGORA, HOME PAGE, NAJNOWSZA AKTUALNOść (TOOLBAR)

WYNIKI FINANSOWE GRUPY AGORA W 3. KWARTALE 2023 R.

więcej
Tool-3
0

Info box

(
0
)
Notowania

Quotations

Spółka

AGO

Kurs akcji [PLN]

11,60 zł

Zmiana[PLN]

-1,69%

Download

Tool-7

Company data

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

Tool-4

July 15, 2019 / 17:39

21/2019 Disclosure of delayed confidential information regarding the commencement of negotiations by the company from the Agora Group - AMS S.A.to acquire...

Regulatory filing

Disclosure of delayed confidential information regarding the commencement of negotiations by the company from the Agora Group - AMS S.A.to acquire. 85% shares in Piano Group Sp. z.o.o. and execution of a shareholder agreement with a minority shareholder

On the basis of Article. 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 (regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission directive 2003 / 124 / WE, 2003/125 / EC and 2004/72 / EC ("MAR"), the Management Board of Agora SA ("Company") ("Management Board") hereby discloses confidential information on the initiation of negotiations on 23 May 2019 to acquire by AMS S.A. (directly or indirectly) 85% shares in Piano Group sp. z. o. o. and execution of a shareholder agreement with a minority shareholder ("Confidential Information").

Contents of the delayed Confidential Information:

The Management Board of Agora S.A. with its registered office in Warsaw ("Agora") hereby informs that today the company from the Agora Group - AMS S.A. (AMS) has begun negotiations regarding the acquisition by AMS S.A. (directly or indirectly) 85% shares in Piano Group z o. o. with its registered office in Warsaw and conclusion of a shareholder agreement with a minority shareholder of Piano Group sp. z. o.o., being the sole shareholder of Benefit Multimedia Spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna with its registered office in Warsaw ("Multimedia Benefit").

Benefit Multimedia is the owner of Move TV video platform out-of-home available in fitness clubs that enables digital content to be presented in them. The owners of Benefit Multimedia are two natural persons with whom AMS has started negotiations.

At the same time, AMS has entered into negotiations regarding the establishment of detailed rules for future cooperation with the minority partner of Benefit Multimedia and the possible purchase of remaining shares in Multimedia Benefit.

The commencement of the negotiations described above does not mean that they will end with the establishment of final conditions.

Negotiations are conducted exclusively until 15 July 2019. The potential transaction is in line with the long-term strategy of the Agora Group, in particular with the plan to build digital solutions in the out-of-home advertising segment.

Reasons for delaying the transfer of Confidential Information to the public:

In the opinion of the Management Board, the delay in disclosure of the above Confidential Information met the conditions set out in the MAR and the guidelines of the European Securities and Markets Authority (ESMA) regarding the delay in disclosure of confidential information of 20 October 2016 ("ESMA Guidelines") at the time of the decision on delay.

In the Management Board's opinion, the immediate disclosure of Confidential Information generated the risk of a negative impact on the course and outcome of the negotiations, the terms of the Transaction and the probability of its implementation. Considering the barriers to entering the digital out-of-home market, especially in the indoor segment and the specificity of solutions in this area, disclosing information about the Company's negotiations on the Transaction could contribute to third party interference, which could have a negative impact on the duration and the terms of the Transaction.

The above could, in particular, result in obtaining conditions worse than in the case of keeping the information confidential, and even the lack of successful completion of the Transaction in the future. In the opinion of the Management Board, the above premises meet the criteria for the possibility of infringement of the legally legitimate interest of the issuer specified in point 5, subsection 8a of the ESMA Guidelines.

Due to the unpredictable outcome of the negotiations, the Management Board decided that publication of the Confidential Information to the public could result in inappropriate assessment of this information and its potential impact on the Company's value by the public.

In the opinion of the Management Board, there were no indications that delay in disclosing Confidential Information could mislead the public, in particular due to the fact that the Company's consideration of the Transaction is in line with the Company's investment directions adopted by the Company, as well as because of the lack of previous public announcements on the part of the Company regarding this particular Transaction. In view of the above, there were no grounds to consider that the delay in publishing the Confidential Information to the public contrasts with the market expectations based on the communication previously conducted by the Company.

The Company also took and implemented measures necessary to keep Confidential Information confidential, until it was made public, in particular by implementing, at the level of the Capital Group of the Company, the internal circulation and information protection procedure. At the time of the decision to delay disclosure of the Confidential Information, pursuant to Art. 18 MAR, a list of persons having access to Confidential Information was prepared, which was monitored on an ongoing basis and updated as necessary.

According to art. 17 sec. 4 MAR, immediately after the publication of this report, the Company will inform the Polish Financial Supervision Authority about the delay of disclosure of the Confidential Information together with an indication of the fulfillment of the reasons for such delay.

Legal basis: Art. 17 sec. 1 and par. 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / WE, 2003/125 / EC and 2004/72 / EC - confidential information.

Go back

NEWSLETTER

Every day something new happens to us.
We will be happy to tell you about it.

Choose :

Providing an e-mail address means you agree to receive a newsletter containing information about Agora S.A. and companies from the Agora capital group in the selected area. The administrator of your personal data is Agora S.A with its registered seat in Warsaw (00-732), 8/10 Czerska street. Your personal data will be processed in order to deliver the ordered newsletter, as well as for statistical and analytical purposes of the administrator. The consent may be withdrawn at any time by contacting iod@agora.pl, however its withdrawal does not affect the legality of the processing carried out prior to the withdrawal. By withdrawing the consent to receive the newsletter, you resign from receiving all corporate newsletters regarding the activities of Agora SA and companies from the Agora capital group. For more information on the processing of personal data, in particular your rights, see the Agora.pl privacy policy and our transparency policy.