CCC Shoes & Bags sp. z o.o. enters into a Subscription and Investment Agreement with entity from the Softbank Group setting forth the terms of its investment in eobuwie.pl S.A.
(Current Report No. 44/2021)
Article 17 Section 1 of MAR – inside information
The Management Board of CCC S.A. with its registered office in Polkowice (“CCC”) hereby informs that, as a result of negotiations conducted together with CCC Shoes & Bags sp. z o.o. with its registered office in Polkowice (“CCC S&B”), a subsidiary of CCC and the majority shareholder of eobuwie.pl S.A. (“eobuwie”), with SVF II Motion Subco (DE) LLC, entity from the Softbank Group (hereinafter the “Investor”), regarding investment in eobuwie, on 2 July 2021 CCC S&B entered into a Subscription and Investment Agreement with the Investor (the “Agreement”), which sets forth the terms on which the Investor will invest amount of PLN 500 million in eobuwie through subscribing for unsecured bonds, convertible into shares of eobuwie.
The Bonds will be automatically converted by eobuwie into shares of eobuwie in the event of eobuwie IPO or certain similar transactions specified in the terms and conditions of the bonds. Voluntary conversion, at the choice of the Investor, can be exercised by the Investor at a fixed equity valuation of PLN 6 billion of eobuwie.
The interest rate of the convertible bonds will be fixed and will amount to 6.99% per annum, with interest to be capitalized quarterly and settled upon redemption or conversion (in the event of conversion, the interest will also be payable in shares).
Investor will have a right to demand early redemption in the events specified in the terms and conditions of the bonds. Eobuwie will have a right to demand early repayment (24 months after the issue date, in exchange for a certain premium). Unless converted or redeemed earlier, the bonds shall be redeemed by eobuwie on the third anniversary of the issue date.
The eobuwie shares to be acquired by the Investor as a result of the conversion of convertible bonds will be issued at the market price of eobuwie shares, subject to an agreed discount to its market value upon the IPO and depending on the conversion date (discount at 9.5% until the 12th month from the issuance, subsequently to be increased each month), however not higher than PLN 600 per share, equivalent to eobuwie's equity value of PLN 6 billion.
The Investor will also have a right to indicate one candidate to be appointed as a member of the Supervisory Board of eobuwie.
The convertible bonds will be issued pursuant to Article 33 item 2 of the Act on Bonds of 15 January 2015, under an exemption from the obligation to publish an issue prospectus, information memorandum or any other offering document. The convertible bonds would not be introduced to trading on any market.
The issuance is conditional upon obtaining all necessary consents and approvals, including approvals from eobuwie corporate authorities, which includes resolution of the General Meeting, that shall be adopted following the signing of the Agreement.