Current report number: 41/2021
Data: 4 October 2021
Art. 17 (1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (‘MAR’).
Content of the report:
The Management Board of OEX Spółka Akcyjna (‘Issuer’) hereby informs whom it may concern that on 2 October 2021, transaction documents were signed concerning the acquisition by Vue Storefront Inc., registered in Delaware, USA (‘Vue Storefront’ or the ‘Company’), of financing by means an issue of new shares of the value of mUSD 17.1, the pre-transaction valuation of Vue Storefront being mUSD 63.0 (hereinafter the ‘Transaction’). Most new shares will be subscribed by 3 institutional investors – investment funds managed by Creandum, Earlybird Venture Capital and Paua Ventures – and the remaining part by a group of smaller investors, so-called business angels.
Vue Storefront is a parent company of VSF Sp. z o.o. with registered office in Warsaw (hereinafter ‘VSF PL’), in which as at the date of publication of these statements the Issuer holds approx. 14% of the share capital.
The Issuer has a right (an option) to convert at any moment its shares in VSF PL into shares in Vue Storefront, by making contributing them in kind to the Company in exchange for an appropriate number of its shares (hereinafter the ‘Conversion’) in accordance with the terms and conditions as described in detail in the agreements executed with Vue Storefront and its shareholders on the basis of the US law. In case the Issuer and the remaining shareholders in VSL PL (who hold similar rights to the Conversion) exercised its right to the Conversion in whole, the Issuer would obtain – after taking into consideration: (i) the Transaction, (ii) a number of smaller transaction effected in relation with the Transaction and (iii) the planned issue of additional shares in the Company as part of the incentive programme for its managers and employees – a share of approx. 9% in the share capital of Vue Storefront.
Vue Storefront in turn has an option to call for the Conversion in case of a possible future significant event of a transaction type that concerns Vue Storefront or the execution by the Company of the first public offering of a specific value.
The Issuer took a decision on the public disclosure of the information about the Transaction due to the possible significant increase in the value of the package of shares held by the Issuer in VSF PL when compared to the Issuer’s expenditure on that investment (the Issuer took over the shares in VSF PL in 2020 for the amount of kPLN 329.1 and this value is recognised in the books of the Issuer). The potential future sale of shares held by the Issuer in VSF PL or shares in Vue Storefront (in case of the Conversion), after the valuation resulting from the conversion or an approximate value, would have a significant positive impact on the Issuer’s financial performance and its cash position.
At the same time, the Issuer wishes to draw the attention to the following significant circumstances:
Vue Storefront deals with the development and distribution of solutions for eCommerce, used to create the so-called front-ends of Internet stores, i.e. their layer responsible for the direct communication with consumers. Vue Storefront’s solutions are created in the so-called headless model, which means a possibility to cooperate with any back0end systems (responsible for the technical layer of the store) and in the PWA technology, guaranteeing, without limitation, high speed of operation and a possibility to work off-line. The basic solution proposed by Vue Storefront operates on the basis of an open-source licence (i.e. it is available for free to all interested users), however the Company also sells commercial licences, providing an extended scope of services to the clients. Vue Storefront’ solution is used by clients all over the world.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board