Legal basis: Article 17 paragraph 1 of MAR - confidential information
Subject: Signing of transaction documentation by a subsidiary of the Issuer regarding an acquisition project and disclosure of delayed confidential information.
The Management Board of VRG S.A. with its registered office in Kraków (the “Company”, “Issuer”) hereby announces that on July 8, 2025, the Issuer's subsidiary, W.KRUK S.A. with its registered office in Kraków (“W.KRUK”), and its subsidiary, WK SPV 1 Sp. z o.o. with its registered office in Kraków (“WK SPV”), signed transaction documentation regarding the acquisition of the Lilou Group. It includes, in particular, a preliminary conditional agreement concerning the acquisition by W.KRUK and WK SPV of shares and the rights and obligations of partners in the following entities: Lilou limited liability company, Bellver MYVOG Fundacja Rodzinna limited partnership, Lilou Online Shop limited liability company, Lilou Retail limited liability company, and Logistics Retail limited liability company, limited partnership. If, between the conclusion of the preliminary agreement and the conclusion of the final agreement (so-called transaction closing), the above companies merge, the acquisition will involve 100% of the shares in the acquiring company (formed as a result of the merger). A condition precedent to closing the transaction is obtaining the consent of the President of the Office of Competition and Consumer Protection for the concentration. Additionally, before closing the transaction, the Lilou Group companies should sell their shares in Lilou International sp. z o.o., and the latter should change its name (though W.KRUK may decide to close the transaction even if this condition is not met). For the shares and the rights and obligations of the partners of the partnerships within the Lilou Group, W.KRUK and WK SPV will pay a total price of PLN 105,000,000, which amount will be subject to adjustment resulting from the conversion of net working capital and net debt as of the transaction closing date. The transaction documentation also provides for a so-called The earn-out agreement stipulates an obligation for W.KRUK to pay an amount of no more than PLN 30,000,000, dependent on the future performance of the Lilou Group. The final agreement is to be concluded no later than the end of the calendar month following the lapse of 10 months from the signing of the preliminary agreement. The transaction documentation contains standard provisions for this type of transaction. The transaction implements the Company's Capital Group's development vision through acquisitions of brands complementary to the Company's Capital Group portfolio. On July 8, 2025, the Supervisory Board of W.KRUK approved the transaction.
Furthermore, the Company, acting under Article 17 section 1 of MAR, hereby provides delayed confidential information concerning the decision by the Management Board of its subsidiary W.KRUK S.A. with its registered office in Kraków to acquire shares and rights and obligations of partners in partnerships as part of an acquisition project.
Content of delayed confidential information:
"The Management Board of VRG S.A. with its registered office in Kraków (the "Company") hereby announces that on June 18, 2025, the Management Board of the subsidiary W.KRUK S.A. with its registered office in Kraków ("W.KRUK") adopted a resolution on the acquisition by W.KRUK or a subsidiary of W.KRUK of shares and rights and obligations of partners in partnerships in the following entities: Lilou limited liability company, Bellver MYVOG Fundacja Rodzinna limited partnership, Lilou Online Shop limited liability company limited partnership, Lilou Retail limited liability company limited partnership and Logistics Retail limited liability company limited partnership, taking into account that in the event that during the period between the conclusion of the preliminary agreement and the conclusion of the final agreement the above companies merge, the acquisition will concern 100% of the shares in the acquiring company (established as a result of the merger). The finalization of the transaction will be contingent on obtaining the approval of the President of the Office of Competition and Consumer Protection for the concentration. The estimated value of the transaction (including the earn-out portion) exceeds 10% of the Company's equity, subject to changes in accordance with the pricing formulas set out in the transaction documents. The transaction implements the Company's Capital Group development strategy through acquisitions involving brands complementary to the Company's Capital Group portfolio. Any action taken by the W.KRUK Management Board requires final approval of the transaction documentation and the approval of the W.KRUK Supervisory Board.”
In the Company's opinion, at the time the decision was made to delay the disclosure of the confidential information, it met the criteria set out in the MAR. Delaying the disclosure of the confidential information was justified because immediate disclosure of the confidential information could violate the Company's legitimate interests, could have a negative impact on the Company's economic interests, and would likely negatively impact the course or outcome of the negotiations regarding the planned W.KRUK notification project. The delay in disclosing the information did not mislead the public due to the publication of the capital group's intentions regarding development through acquisition projects.