The Management Board of Aforti Holding S.A. with its registered office in Warsaw (hereinafter the “Issuer”) in reference to the ESPI 3/2022 current report dated 10 January 2022 informs that today the Issuer together with its subsidiary Aforti Collections S.A. (hereinafter: “Investor”) entered into an Investment Agreement with the shareholders of For-Net S.A. based in Krakow (hereinafter: “Company”), in which the parties specified the terms and conditions for making an investment in the Company, consisting of the acquisition by Aforti Collectons S.A. 100% of For-Net S.A. shares worth over 11 million PLN in exchange for the acquisition of new issue shares in the increased share capital of Aforti Collections S.A. by the existing shareholders of the Company, and its financing.
The investment will be realised upon fulfilment of the following conditions:
– For-Net Inwestycje sp. z o.o. will enter into an agreement for the purchase of the Company’s Series R Bonds;
– The Company shall terminate all cooperation agreements with entities related to the shareholders of the Company, except for agreements concerning accounting services and agreements for the lease of premises;
– The Company’s General Meeting of Shareholders will adopt resolutions on: the election of a new Supervisory Board of the Company; the increase of the share capital through the issue of new shares to be offered exclusively to the Investor;
-The Company will conclude with For-Net Inwestycje sp. z o.o. a loan agreement with the content and conditions accepted by the Investor;
– The Investor shall enter into an agreement with the Company for the subscription of new issue shares;
– The Investor’s General Meeting shall adopt appropriate resolutions;
– no material adverse change will occur by the closing date.
In addition, the Parties in the Investment Agreement have also established:
-principles of corporate governance including non-competition and personal powers of appointment of members of the Supervisory Board.
-restrictions on disposal of the Investor’s shares (each shareholder of the Company who is a party to the Investment Agreement is subject to a prohibition on disposal and encumbrance of new issue shares of the Investor until 30 May 2025);
– priority right to purchase the Investor’s shares for the Issuer if a party to the Investment Agreement intends to sell them until 30 May 2027.
The Parties shall have the right to withdraw from the Investment Agreement in the event of non-performance of its provisions by another Party. The detailed principles and manner of implementation of the individual joint actions referred to above will be determined in separately concluded agreements.
The Company has an established position on the Polish market and specialises in providing services to securitisation funds and entities from the financial sector. The acquisition of an entity from the debt collection industry by a subsidiary of the Issuer is related to the next stage of activities aimed at further implementation of the strategy of the Issuer’s Capital Group.
The Issuer will inform about further stages of the investment in relevant current reports.
Legal basis: Article 17 paragraph 1 of the MAR – confidential information