Announcement • Aug 17
Efecte Published A Formal Delisting Tender Offer for All Remaining Shares in InteliWISE S.A. to Enable Delisting and Squeeze-Out Efecte has published a formal delisting tender offer directed at remaining shareholders of InteliWISE S.A. to tender all their shares in InteliWISE to Efecte for a cash consideration of PLN 3.99 (approximately €0.85) in cash per share (the “FormalOffer”). The subscription period for the Formal Offer commences on or about August 17, 2022 and is expected to end on or about September 16, 2022. Expected settlement date is September 26, 2022. Completion of the Formal Offer will allow Efecte to delist InteliWISE and squeeze out remaining shareholders regardless of the result of the Formal Offer. Announcement • Jul 21
Efecte Publishes Its Intention to Announce Formal Delisting Tender Offer for All Remaining Shares in InteliWISE to Enable Delisting and Squeeze-Out Efecte Plc has published its intention to announce a formal delisting tender offer for all remaining shares in InteliWISE S.A. to enable delisting and squeeze-out. Efecte announced on 30 June 2022 that by the end of the initial subscription period of the offer announced on 27 May 2022 (“Offer”) it had received subscriptions and will complete the transaction for shares representing 90.03% of InteliWISE shares. In addition, Efecte announced that the acceptance period of the Offer was extended until 6 July 2022 (the “Extension Period”). On 7 July 2022, Efecte announced that it had received in total subscriptions representing 92.55% of shares in InteliWISE. In addition, it was announced that Efecte plans to start acquiring shares from the Warsaw NewConnect alternative marketplace at a maximum price of 3.99 zloty per share for a period of approximately one week. As of July 20, 2022, Efecte has acquired directly from the market 59 324 shares, which represent 0.86% of all InteliWISE shares. Efecte holds now altogether 6 407 229 shares, which represent 93.41% of all shares in InteliWISE including shares tendered in the Offer and shares acquired directly from the market. On July 20, 2022, Efecte has formally published its intention to announce a formal delisting tender offer directed at remaining shareholders of InteliWISE to tender all their shares in InteliWISE to Efecte for a cash consideration of PLN 3.99 (approximately EUR 0.84) in cash per share (the “FormalOffer”). Completion of the Formal Offer will allow Efecte to delist InteliWISE and squeeze out remaining shareholders regardless of the result of the Formal Offer. Efecte will not continue purchasing shares directly from the market after July 20, 2022 due to regulatory restrictions. Efecte expects to announce full details of the Formal Offer in mid-August 2022. Announcement • Jul 02
Efecte Plans to Delist InteliWISE On 27 May 2022, Efecte announced that it had made a voluntary public tender offer to the shareholders of InteliWISE S.A. (“InteliWISE”) to tender all their shares in InteliWISE to Efecte for a consideration of PLN 3.99 (approximately EUR 0.85) in cash per share (the “Offer”). At the end of the acceptance period on June 29, 2022 Efecte has received irrevocable subscriptions for an aggregate amount of 6 175 244 shares, which represents 90.03% of the shares and votes in InteliWISE. Efecte deems this a sufficient result to be able to complete the transaction successfully and will settle the Offer for the irrevocable subscriptions it has received by the end of the initial acceptance period. The expected settlement date is July 1, 2022. After the settlement, InteliWISE will be reported as a subsidiary in Efecte group’s consolidated financial statements starting July 1, 2022. Efecte further extends the acceptance period of the Offer until July 6, 2022 (the “Extension Period”) in order provide the remaining shareholders in InteliWISE an opportunity to accept the cash offer. The acceptance period will thereafter not be further extended. Expected settlement date for the subscriptions received during the Extension Period is July 11, 2022. If after the Extension Period, the total aggregate number of subscriptions is less than 95% of shares and votes in InteliWISE,?Efecte intends to announce a new formal delisting tender offer for all remaining shares in InteliWISE and does not intend to raise the price from the 3.99 zloty level. The completion of a formal delisting tender offer would allow Efecte to delist InteliWISE shares from Warsaw NewConnect alternative marketplace regardless of the number of new subscriptions during the delisting tender offer. In October 2022, the provisions of the so-called holding law that governs the relations of companies belonging to the same group will come into force in Poland. According to the new provisions of law,?it is under certain circumstances possible to squeeze out remaining shares in a delisted company if the majority shareholder holds more than 75% of all shares. The new legislation would enable Efecte to squeeze out remaining minority shareholders even if the threshold of 95%, specified in the Offer, is not reached. If the threshold of 95% is reached, delisting and squeeze out actions can start immediately after the settlement.