M&A Activity • Apr 19, 2024
M&A Activity
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Current report number:_#160;14/2024
Date: 19 April 2024
Legal basis:Art.17 section 1 of MAR - inside information
Subject:_#160;Conclusionof a significant agreement with a shareholder
The ManagementBoard of CI Games SE with its registered office in Warsaw (the _quot;Company_quot;),hereby announces that on 19 April 2024, the Company entered into anagreement with shareholder Active Ownership Fund SICAV-FIS SCS (_quot;AOF_quot;)and Trigon Dom Maklerski S.A.(_quot;TDM_quot;) aconditional agreement concerning AOF's subscription for new issue seriesM shares (the _quot;Agreement_quot;). Pursuant to the Agreement, AOFundertook to enter into an agreement with the Company to subscribe forseries M shares for a total issue price equivalent to EUR 6,000,000, inaccordance with the Subscription Rules as announced by the Company inCurrent Report No. 13/2024 dated 19 April 2024 (the _quot;SubscriptionRules_quot;), subject to the completion of the book-building process inaccordance with the Subscription Rules and the conclusion of a pricingagreement between the parties by 26 April 2024, including a finalsubscription price satisfactory to AOF but not higher than PLN 1.80 pershare (the _quot;Pricing Agreement_quot;).
In addition, inaccordance with the Agreement, the Company agreed to submit a requestfor early redemption of series F bonds subscribed by AOF, of which theCompany reported in current report No. 31/2020 dated 20 July 2023 (the _quot;Bonds_quot;).The Company's early redemption of the Bonds will take place subject tothe registry court's approval of an increase in the Company's sharecapital pursuant to Resolution No. 3/1/2024 of the Extraordinary GeneralMeeting of 21 March 2024 on increasing the Company's share capitalthrough the issuance of series M shares, the adoption of which wasannounced by the Company in current report No. 8/2024 of 21 March 2024 ("Registrationof the Increase").
Subject to theexecution of the Pricing Agreement, AOF has also agreed to make alock-up declaration with respect to the series M shares subscribed byAOF in accordance with the Subscription Rules, which will remain ineffect for a period of 6 months from the date of the Registration of theIncrease.
The Companywill announce the fulfillment of the conditions of the Agreement in aseparate current report.
Disclaimer:This English language translation may contain certain discrepancies. Incase of any differences between the Polish and the English versions, thePolish version shall prevail.
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