GPW - Giełda Papierów Wartościowych w Warszawie S.A.

M&A Activity • Jun 28, 2022

Current Report No. 18/2022Date: 28 June 2022Topic: Conclusion ofa Share Purchase Agreement and Shareholders' Agreement concerning theacquisition of a 65.03% stake in the Armenia Securities ExchangeLegalbasis: Article 17(1) MAR - inside informationContent:Furtherto Current Reports No. 20/2020 of 18 September 2020, No. 21/2020 of 18September 2020, No. 6/2022 of 19 May 2022, No. 7/2022 of 19 May 2022 andNo. 9/2022 of 24 May 2022, the Management Board of the Warsaw StockExchange ("GPW", "Company", "Exchange") announces the conclusion of:?Share Purchase Agreement between GPW as buyer and Central Bank ofArmenia ("CBoA") as seller of Armenia Securities Exchange ("AMX")shares; and? Shareholders' Agreement between GPW and CBoA regardingthe participation of the contracting parties in AMX.As a resultof the transaction, AMX's ownership structure will be as follows:?AMX: 148 Treasury shares; 9.95% of the company's share capital.?CBoA: 372 shares; 25.02% of the company's share capital.? GPW:967 shares; 65.03% of the company's share capital.As aresult of the transaction, GPW will also take control of the CentralDepository of Armenia ("CDA") indirectly, the central securitiesdepository of Armenia, in which AMX currently holds a 100% stake.Thetotal price of the shares in AMX acquired by GPW is AMD 873,735,276.00(Armenian Dram) (approx. PLN 9.6 mn), payable in two tranches:1.the first tranche in the amount of AMD 498,765,150.00 (Armenian Dram)(approx. PLN 5.5 mn) payable upon signing the Share Purchase Agreement,obtaining the approval of the Central Bank of Armenia for theacquisition of the shares, and fulfilling the other formal conditionsrequired under the Agreement, and2. the second tranche in the amountof AMD 374,970,126.00 (Armenian Dram) (approx. PLN 4.1 mn) payablesubject to the completion of all proceedings to which AMX is a party andwhich are set out in the Share Purchase AgreementThe total priceof the shares in AMX acquired by GPW was established taking into accountthe company's financial results. The difference in the price of AMXshares compared to the price agreed by the parties in the Term Sheetsigned with the Central Bank of Armenia on 18 September 2020 is due inparticular to: taking into account the AMX current financial results,change in the book value of the company which took place in the periodafter signing of the Term Sheet, the results of the due diligence of theAMX, and exchange rate differences. The AMX has no debt, and the valueof the AMX net cash is approximately PLN 12.8 million, which wasconfirmed by the AMX financial results for the first quarter of 2022.Legalbasis:Article 17(1) of the Regulation (EU) No. 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/82/EC (OJ L 173) ("MAR").