Czerska 8/10 Street
Numer KRS: 59944
September 18, 2019 / 14:09
The Management Board of Agora S.A. with its registered office in Warsaw (the “Company”,”Agora”), referring to the Company’s current report No. 3/2019 of 20 February 2019, hereby announces that on 18 September 2019 it adopted a resolution on the intention to exercise the call option for all the shares in the share capital of Eurozet sp. z o.o. with its registered office in Warsaw („Eurozet”) held by SFS Ventures s.r.o. with its registered office in Prague, the Czech Republic („SFS Ventures”), pursuant to the provisions of the shareholders’ agreement of 20 February 2019 concluded by the Company with SFS Ventures (the “Call Option”), regulating the detailed rules for investment in Eurozet by SFS Ventures, as the majority shareholder, and the Company, as a minority shareholder, as well as the cooperation of both entities as shareholders of Eurozet (the “Shareholders’ Agreement”).
Accordingly, on 18 September 2019, the Company decided to prepare and submit to the President of the Office of Competition and Consumer Protection a notification regarding the intended concentration of business enterprises ("Antitrust Filing") which would consist in the acquisition by the Company of all the shares held by SFS Ventures in the share capital of Eurozet, as a result of which Agora would take control over Eurozet, by exercising the Call Option. The Company intends to submit the Antitrust Filing immediately after its preparation.
Company’s decision to exercise the Call Option is not tantamount to exercising it, nor does it create an obligation for the Company to exercise the Call Option in accordance with the provisions of the Shareholders’ Agreement. The final decision of the Company on the possible submission to SFS Ventures of a declaration of the will to exercise the Call Option (the „Call Option Request”) is contingent, in particular, on obtaining the consent of the President of the Office of Competition and Consumer Protection for the acquisition by the Company of all the shares in the share capital of Eurozet held by SFS Ventures.
Pursuant to the provisions of the Shareholders’ Agreement, the Call Option Request may be submitted by the Company not earlier than after the lapse of 12 months after the conclusion and performance of the promised sale agreement regarding the shares in Eurozet concluded on 20 February 2019 between the Company, SFS Ventures and Czech Radio Center a.s. with its registered office in Prague, the Czech Republic.
The details concerning the rules for exercising the Call Option by the Company in accordance with the Shareholders’ Agreement were presented in the Company’s current report No. 3/2019 of 20 February 2019.
Legal basis: Article 17 Section 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 Directives 2003/124/EC, 2003/125/EC and 2004/72/EC – confidential information.