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33/2020 Initial consolidated operating results of the Agora Group for the 2Q and the 1H2020

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33/2020 Initial consolidated operating results of the Agora Group for the 2Q and the 1H2020

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

AGO 0%
mWIG40 0,5%
WIG-MEDIA 3,1%

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

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December 31, 2020 / 16:07

46/2020 Commencement of negotiations on changing the terms of the managerial options in Helios S.A.

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Agora", "the Company") informs that on December 31, 2020 the Company started negotiations with key managers of the subsidiary Helios S.A. who are also minority shareholders of Helios S.A. ("Managers") regarding the considered change of the terms of the currently applicable call and put options relating to their shares in Helios S.A., i.a. in terms of:

  • postponement of the possibility of the Managers to call on the Company to purchase the shares of Helios S.A. held by them (put option) in such a way that by the end of the second quarter of 2024 the put option will cover a maximum of 20% of the Managers' shares, and
  • postponement the Company's right to call upon Managers to sell the Helios S.A. shares held by them (call option), so that the call option can be exercised from January 1, 2025 at the earliest.

 In addition, the buyout price for 51% of the shares acquired under the put option would be determined based on the results of Helios S.A. for the 2018 and 2019 financial years.

On the basis of the current terms of exercising the put option, Managers are currently entitled to demand that Agora purchases all their shares in Helios S.A. for a price calculated based on the results of Helios S.A. resulting from approved financial statements for the last two financial years.

 Changing the terms of the put option and the terms of the call option requires the above-described negotiations to be successfully completed and the appropriate annexes to the option agreements binding for the Company and Managers to be concluded.

 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.

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