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Echo Investment S.A. — M&A Activity 2021
Feb 18, 2021
5590_rns_2021-02-18_afdc7415-f5ff-4880-b7d6-f5ad085843e7.html
M&A Activity
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Disclosure to the public knowledge of a delayedinside information concerning obtaining by Echo Investment S.A. of anexclusive right to conduct negotiations on indirect acquisition ofshares in Archicom S.A. and establishment of the boundary conditions ofthe transaction of the indirect acquisition of shares in Archicom S.A.
Current report No 5 / 2021dated18 February 2021
Legal basis: Article 17(1) in connection with Article17(4) of MAR Regulation
Content of the report:
Acting pursuant toArticle17(1)in connection with Art. 17(4)ofRegulation of the European Parliament and of the Council (EU) No.596/2014 of April 16th 2014 on market abuse (market abuse regulation)and repealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC ("MAR Regulation")inconnection with the publication in current report No. 4 / 2021 of 18February 2021 of information about a transaction concluded on 17February 2021 by the Echo Investment S.A. (the "Issuer"),the Management Board of the Issuer informs the public of insideinformation whose public disclosure was delayed by the Issuer on 30October 2020.
Content of delayed inside information:
The Management Board of the Issuer informs that on 30October 2020 the Issuer and shareholders of DKR Investment sp. z o.o. ("DKRInvestment") and shareholders of DKR Invest S.A. ("DKRInvest"), being the majority shareholders of Archicom S.A. ("Archicom"),holding jointly 74.32% of shares in the share capital of Archicom,agreed to conclude an agreement based on which: (i) the Issuer wasgranted exclusivity to conduct negotiations concerning the transactionof acquisition of 100% of shares in the share capital of DKR Investmentand 100% of shares in the share capital of DKR Invest, as well as (ii)the boundary conditions of the transaction whereby the Issuer acquires100% of shares in the share capital of DKR Investment and 100% of sharesin the share capital of DKR Invest (the "Transaction") wereestablished.
Due to the protection of the Issuer's legitimateinterests, the disclosure of inside information regarding the conclusionby the Issuer of the agreement based on which the Issuer was grantedexclusivity to conduct negotiations concerning the Transaction and theboundary conditions of the Transaction were established, has beendelayed from the date of conclusion of the said agreement until theexecution by the Issuer of the binding agreement regarding theTransaction, i.e. according to the Issuer's estimates until late 2020 orearly 2021.
In the Issuer's opinion, the delayofdisclosure ofinformation on the exclusivitygranted to the Issuer and on establishing the boundary conditions of theTransaction did not mislead the public and the Issuer was able to ensurethe confidentiality of the delayed inside information.
Public disclosure of the above information prior tothe occurrence of the above events could have resulted in the occurrenceof certain market circumstances or third party behavior which, in theIssuer's opinion, could have potentially jeopardized the ongoingnegotiations concerning the Transactions to which the Issuer has beengranted exclusive rights.
In accordance with the third subparagraph of Article17(4) of MAR Regulation, the Issuer will immediately, upon publicationof this current report, inform the Financial Supervision Authority aboutthe delay of disclosure of said inside information, submitting a writtenexplanation on fulfilment of the conditions referred to in Article 17(4) letters a) - c) of MAR Regulation.