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Impresa

Share Issue/Capital Change Dec 29, 2025

1934_iss_2025-12-29_fd72ed53-7ad5-4929-a8f9-e0f3f2aae90b.pdf

Share Issue/Capital Change

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IMPRESA – Sociedade Gestora de Participações Sociais, S.A.

Share capital: 84,000,000 Euros Headquarters: Rua Calvet de Magalhães, nº 242, 2770-022 Paço de Arcos Registered at the Lisbon Commercial Registry Single registration and legal entity number: 502 437 464

COMPANY CONFIRMS THE FULFILMENT OF A CONDITION PRECEDENT UNDER THE INVESTMENT AGREEMENT AND THE SHAREHOLDERS' AGREEMENT

Following the press releases of 27 September 2025, 28 September 2025, 5 November 2025 and 26 November 2025, IMPRESA – Sociedade Gestora de Participações Sociais, S.A. ("Impresa" or "Company") and with particular reference to the investment agreement entered into between the Company, Impreger – Sociedade Gestora de Participações Sociais, S.A. ("Impreger"), the majority shareholder of Impresa, and MFE – MediaForEurope N.V ("MFE") ("Investment Agreement") on 26 November, it is hereby announced that Impresa's Extraordinary General Meeting today approved the authorisation for the Company's Board of Directors to resolve and implement the share capital increase provided for in the Investment Agreement, in the amount of up to EUR 17,325,000 (seventeen million three hundred and twenty-five thousand euros), to be fully subscribed and paid up by MFE, with the suppression of shareholders' pre-emptive rights ("Share Capital Increase"). More detailed information on the various resolutions of the Extraordinary General Meeting is available at www.cmvm.pt and www.impresa.pt/en/investor-relations/assembleia-geral.

The aforementioned approval of the Share Capital Increase was a condition precedent to the Investment Agreement, which is still subject, as disclosed to the market on 26 November 2025, to the fulfillment of the following conditions precedent:

  • (i) Confirmation by the Portuguese Securities Market Commission ("CMVM") that the Investment Agreement and the acts provided for therein do not impose on MFE the obligation to launch a public takeover bid for all shares and other securities issued by Impresa that confer the right to subscribe or acquire them; and
  • (ii) Confirmation by the respective credit institutions that they will not exercise (or will waive the exercise of) any rights under financing agreements entered into by Impresa and/or its subsidiaries resulting from the conclusion of the Investment Agreement and the implementation of the acts provided for therein, in particular relating to termination or early maturity clauses.

The Company will keep the market informed of any relevant subsequent developments, in particular the verification of the above-mentioned conditions precedent and the subsequent completion of the Share Capital Increase, in strict compliance with its legal and regulatory obligations.

Paço de Arcos, 29th December 2025

Impresa – Sociedade Gestora de Participações Sociais, S.A.

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