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BBI Development S.A. — M&A Activity 2021
Dec 30, 2021
5528_rns_2021-12-30_09ea2fd8-5dac-463a-bb2f-6e206ba798d3.html
M&A Activity
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UNOFFICIAL TRANSLATION
Current report no. 29/2021
Date: 2021-12-30
Short name of the issuer: i2 Development S.A.
Subject: Information on the conclusion of the agreement referred to inArt. 87 sec. 1 point 5 of the Act on Offer
Legal basis: art. 17 sec. 1 of MAR - confidential information
Management Board of i2 Development S.A. with headquarters in Wrocław,ul. Łaciarska 4B, 50-104 Wrocław, entered into the Register ofEntrepreneurs of the National Court Register kept by the District Courtfor Wrocław Fabryczna in Wrocław, 6th Commercial Division of theNational Court Register, with the number: 0000520460 (the _quot;Company_quot;),hereby announces that on December 29 In 2021, the Company received fromMarcin Misztal, acting on behalf of the parties to the agreement, i.e.on his own behalf, Andrzej Kowalski, ACICO INVESTMENTS LIMITED with itsseat in Larnaca, GALTOCO INVESTMENTS LIMITED with its seat in Nicosia(_quot;Parties to the Agreement_quot;), information about the conclusion on 29December 2021 by the above-mentioned the entities of the agreementreferred to in Art. 87 sec. 1 point 5 of the Act of July 29, 2005 onpublic offering and conditions for introducing financial instruments toan organized trading system and on public companies (hereinafterreferred to as the _quot;Act on Public Offering_quot;), in terms of efforts to:(i) compulsory buyout of all shares Of the Company by the buyer fromother shareholders other than the Parties to the Agreement (_quot;SqueezeBuyout_quot;), and then (ii) adopting a resolution by the general meeting ofthe Company to withdraw the shares from trading on the regulated marketand (iii) applying to the Polish Financial Supervision Authority forauthorization to withdraw all of the Company's shares from trading onthe regulated market (the _quot;Agreement_quot;).
At the same time, the Management Board of the Company informs that priorto the commencement of the Compulsory Buyout, the Parties to theAgreement, pursuant to the obligation under Art. 74 sec. 2 of the Act onPublic Offering, they will conduct a tender offer to subscribe for thesale of the Company's shares (the _quot;Tender Offer_quot;).
The parties to the agreement currently hold in total (directly andindirectly) 9,329,297 (say: nine million three hundred twenty ninethousand two hundred ninety seven) shares of the Company, representing96.18% (say: ninety six and 18/100 percent) of the total number of votesat the General Meeting of Shareholders The Meeting of the Company.
Therefore, the subject of the share purchase transaction by way of theTender Offer will be 370,703 (say: three hundred seventy thousand sevenhundred and three) ordinary bearer shares with a nominal value of PLN1.00 (say: one zloty) each, admitted and introduced to trading on aregulated market and listed on the market the basic one operated by theWarsaw Stock Exchange (_quot;WSE_quot;) and registered in the depository forsecurities maintained by the National Depository for Securities S.A.(_quot;KDPW_quot;) and marked with the ISIN code PLI2DVL00014. All shares to bepurchased under the Tender Offer represent a total of 3.82% (say: threeand 82/100 percent) of the total number of the Company's shares andentitle to 3.82% (say: three and 82/100 percent) of the total number ofshares. number of votes at the General Meeting of the Company held byshareholders other than the Parties to the Agreement.
Pursuant to the Agreement, the detailed terms and conditions for theacquisition of shares by the Parties to the Agreement, including theshare price, will be specified in the Tender Offer and the Squeeze-Outdocumentation.
The agreement was concluded for a specified period until the date onwhich the Company's shares are withdrawn from trading on the regulatedmarket operated by the WSE. The withdrawal of the Company's shares fromtrading on the regulated market is planned no later than by 31 December2022.
Signatures of persons representing the Company:
2021-12-30 Marcin Misztal President of the Management Board