Report 13/2022

Legal basis: Article 17 sec. 1 of MAR - confidential information

Content of the report:

The Management Board of Grupa Pracuj S.A. (the “Company”) informs about conclusion on June 14, 2022 between the Company as a purchaser and Eden Investment S.à r.l. (controlled by the alternative investment firm Investcorp) and Stefan Schüffler Beteiligungs UG (haftungsbeschränkt) as sellers (the “Sellers”) of a share sale and purchase agreement regarding acquisition by the Company of 25,000 shares representing 100% of the share capital in Spoonbill Holding GmbH and indirectly 100% shares in Spoonbill GmbH, softgarden e-recruiting GmbH and absence.io GmbH (the “Agreement”) (the “Transaction”).

The Agreement provides that the closing of the Transaction during which documents or activities indicated in the Agreement are to be delivered or performed, shall take place by June 27, 2022. In case the closing of the Transaction has not taken place within 3 calendar days from the date indicated above, either party may rescind the Agreement, unless the non-fulfilment is within the control of the party seeking to rescind.

Under the Agreement the total purchase price amounts to EUR 117,641,107 (assuming that the closing of the Transaction will take place on June 27, 2022). As the mechanism for determining the purchase price is dependent on the Transaction’s closing date, the total purchase price may change if the closing date is moved. The legal title to acquired shares shall be transferred to the Company at the moment of the payment of the purchase price. The Company intends to finance the purchase price partially from its own funds and in the remaining part from a bank loan obtained under the facility agreement, about the conclusion of which the Company informed in the current report no. 11/2022.

The Agreement contains standard provisions for this type of transactions, including (i) representations and warranties of the Sellers, (ii) Sellers’ undertaking to procure that the settlements between the target companies and the Sellers and their affiliates as specified in the Agreement have not been made in the period from December 31, 2021 to the date of signing of the Agreement and also will not be made in the period from the date of signing of the Agreement to the date of closing of the Transaction; and (iii) Sellers’ undertaking to procure that until the date of closing of the Transaction the target companies will conduct their businesses in the normal course. Furthermore, the Agreement provides for the non-compete covenant for Schüffler Beteiligungs UG (haftungsbeschränkt) and its affiliates in the period of two years from the date of signing of the Agreement, as well as non-solicitation covenant for the Sellers in the same period. The Agreement is governed by German law.

In order to secure potential risks connected with the Transaction, the representations and warranties of the Sellers made in the Agreement were covered by the warranty and indemnity insurance. The relevant policy was issued on the date of signing of the Agreement.

Spoonbill Holding GmbH is inter alia owner of softgarden e-recruiting GmbH a leading ATS system (Applicant Tracking System), supporting recruitment processes and enabling automatic posting of job offers on several hundred job offering sites, and absence.io GmbH offering agile HR software for the small and medium enterprises sector, supporting effective and transparent time and absence management processes.

The acquisition of softgarden e-recruiting GmbH is an element of the Company's capital group development strategy and is aimed at strengthening the position of Grupa Pracuj as a leading player on online recruitment market especially in Central and Eastern Europe and DACH region.