The Management Board of GROCLIN Spółka Akcyjna with its registered office in Grodzisk Wielkopolski (‘Company/Issuer’) informs that on 31st December 2021, the Issuer received the information about the registration by the Regional Court in Poznań – Nowe Miasto and Wilda in Poznań, 9th Economic Department of the National Court Register as of 30th December 2021 of the amendment to the Articles of Association of the Company within the scope of the increase in the share capital of the Issuer connected with the issue of the series J shares and amendments to the Articles of Association of the Issuer in accordance with the resolutions adopted by the Extraordinary General Meeting of Groclin S.A. on 17th December 2021, about which the Company informed in the current report no. 37/2021.
The increase in the share capital of the Company took place as part of the performance of resolutions Nos. 6 and 7 of the Extraordinary General Meeting of Groclin S.A. of 17th December 2021.
Currently the share capital of the Issuer amounts to PLN 119.675.790,00 (in words: one hundred and nineteen million six hundred and seventy-five thousand seven hundred and ninety PLN) and is divided into:
a) 382,500 A series ordinary bearer shares with a par value of PLN 1.00 (one) each,
b) 2,442,500 B series ordinary bearer shares with a par value of PLN 1.00 (one) each
c) 675,000 C series ordinary bearer shares with a par value of PLN 1.00 (one) each
d) 850,000 D series ordinary bearer shares with a par value of PLN 1.00 (one) each
e) 1,150,000 E series ordinary bearer shares with a par value of PLN 1.00 (one) each
f) 6,077,873 F series ordinary bearer shares with a par value of PLN 1.00 (one) each
g) 1,000,000 H series ordinary bearer shares with a par value of PLN 1.00 (one) each
h) 107,097,917 J series ordinary bearer shares with a par value of PLN 1.00 (one) each.
The total number of votes, resulting from all the issued shares, upon the registration of the change in the amount and structure of the share capital, amounts to 119,675,790 (in words: one hundred and nineteen million six hundred and seventy-five thousand seven hundred and ninety) votes.
The other registered amendments to the Articles of Association were adopted by the Resolutions Nos. 4, 5 and 8 of the Extraordinary General Meeting of the Company of 17th December 2021. As part of the implementation of resolutions Nos. 4 and 5 of the Extraordinary General Meeting of 17th December 2021, §7.5 of the Articles of Association of the Company was repealed. While performing the resolution no. 8 of the Extraordinary General Meeting of 17th December 2021, § 9A of the Articles of Association of the Company was amended.
Below is the valid wording of § 9A of the Company’s Articles of Association:
The Management Board of GROCLIN Spółka Akcyjna with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) informs that on 30th December 2021. The Supervisory Board of GROCLIN Spółka Akcyjna made changes in the composition of the Management Board of the Issuer covering:
At the same time the Issuer explains that the resignation of Mr. André Gerstner does not include the detailed justification, however it is connected with the change in the stock ownership structure and the beginning of the activity of the Issuer in the e-commerce segment.
The Management Board of Groclin S.A. with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) informs that as of 27th December 2021 the Supervisory Board of Groclin S.A. shall appoint to the Management Board of Groclin S.A. Mr. Mateusz Oleksiuk to the position of a Member of the Management Board and Mr. Wojciech Paczka to the position of a Member of the Management Board.
Information concerning Mr. Mateusz Oleksiuk:
CEO, originator and co-founder of the LESS_ brand – a peer-to-peer marketplace for purchasing and selling second-hand items, whose potential has been recognised by, among others, Dawid Urban (e-Smoking World, Take&Go), Robert Lewandowski, Krzysztof Pawiński (MASPEX) and the founders of Allegro and Siepomaga.pl. Mateusz Oleksiuk established his first start-up in 2017, while still working as Audit Manager at Deloitte. At the same time, he was already developing another project – the CountMe mobile app, which was the prototype of LESS_. In January 2018, he went for broke – he left the corporation and started developing his own ventures. He gained management and financial experience at the Polish Financial Supervision Authority, BDO and Deloitte. As Audit Manager, he managed international projects in more than 150 economic entities, among others, in Poland, Switzerland and the USA. He was also responsible for building, selling and developing Advisory services in the Wrocław branch of Deloitte. Simultaneously, he also started the examination for Certified Auditor at the National Chamber of Statutory Auditors.
Specialises in corporate governance, business, finance and projects management.
Graduated from the Wrocław University of Technology with a degree in Financial Systems Management. He also completed postgraduate studies in Internal Audit, Supervision and Management Control.
Mr. Mateusz Oleksiuk outside the enterprise of the Issuer fulfils a role of the President of the Management Board of CountMe Sp. z o.o., however this activity is not competitive to the activity performed in the enterprise of the Issuer.
Furthermore, Mr. Mateusz Oleksiuk does not participate as a shareholder/partner or a member of any bodies of an entity (limited liability company, partnership or civil law partnership), whose activity would be competitive to the economic activity conducted by the Issuer.
Mr. Mateusz Oleksiuk has not been entered in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.
Information concerning Mr. Wojciech Paczka:
Studied at the Erasmus School of Economics in Rotterdam (specialising in Financial Economics, Master of Science). He also graduated from the SGH Warsaw School of Economics (Bachelor’s degree, Finance and Accounting). He has undergone many management courses, including in Belgium (Solvay Brussels School) and Norway (BI Norwegian School of Management).
Professional background:
Since 2016 he has been working with the Business Angel – Dawid Urban, where he is responsible for building the value of projects from Dawid’s investment portfolio.
Within the years 2016-2019, he served as a member of the Management Board a Polish furniture manufacturer – the Dobra Forma company, where he was responsible, inter alia, for the development and implementation of the strategy, including product category development and sales expansion in Europe.
Between 2013 and 2016 he worked at EY Poland in the M&A department where he was involved in a number of transaction projects including: (i) the sale of a leading player in the e-cigarette market to British American Tobacco; (ii) the sale of the Olympus Consilio histopathology diagnostic centre; (iii) the sale of medical assets (non-core) owned by PKN ORLEN to PZU; (iv) the sale of Emerson sp. z o.o., the largest and fully independent lettershop in Central and East Europe to a private equity fund.
Within the years 2012-2013 he worked at Roland Berger Strategy Consultants.
Specialises in creating and implementing strategies and value development of companies. Participates in a number of investments processes and coordinates the work of financial, legal and tax teams.
The founder and originator of a start-up – the OVO.DESIGN brand, which produces innovative modular wall decorations.
Apart from the enterprise of the Issuer, Mr. Wojciech Paczka fulfils a role of the President of the Management Board of Mate Innovations sp. z o.o. and the President of the Management Board of Drevvno sp. z o.o., which is not competitive to the economic activity conducted of the Issuer.
Moreover, Mr. Wojciech Paczka is not involved as a partner/shareholder or a member of corporate bodies in an entity (limited liability company, partnership or civil law partnership) whose activity would be competitive to the economic activity conducted by the Issuer.
Mr. Wojciech Paczka has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.
Furthermore, the Company Management Board informs that on 16 December 2021 the Supervisory Board of Groclin S.A. accepted the resignation of Mr. Michał Seidel from performing the function of a Member of the Groclin S.A. Management Board.
The Management Board of GROCLIN Spółka Akcyjna with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) referring to the current report of 19th November 2021, in which the Issuer informed about the transaction structure and the resolutions passed by the Extraordinary General Meeting of the Issuer on 17th December 2021, informs that:
(i) as a result of the submission of offers to take up the J series shares to the shareholders of LESS and eGROCLIN in the total number of 107,097,917 pieces (in words: one hundred and seven million ninety-seven thousand nine hundred and seventeen pieces), subscription contracts were concluded and all offered shares were taken up by the shareholders of LESS and eGROCLIN,
(ii) on 17th December 2021, the partners of LESS and eGROCLIN transferred ownership of shares in LESS and eGROCLIN, as a result of which the Issuer acquired ownership:
a. 3,233 (in words: three thousand two hundred and thirty-three) Shares in the company CountMe Spółka z ograniczoną odpowiedzialnością with a registered office in Wrocław at ul. Wyścigowa 56E, 53-012 Wrocław, entered into the Register of Entrepreneurs of the National Court Register under KRS number 0000750346,
and
b. 255 (in words: two hundred fifty-five) Shares in the eGROCLIN Limited Liability Company with a registered office in Poznań at ul. Heweliusza 16, 60-281 Poznań, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 0000680194, which constitute respectively 100% of shares in the share capital of LESS and 100% of shares in the share capital of eGROCLIN.
The Issuer has also started the registration process of the increae in the share capital connected with the issue of the J series shares.
The Management Board of GROCLIN Spółka Akcyjna with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) referring to the Current Report of 31st August 2021 and the following current reports informing about the course of negotiations with COUNTME Spółka z o.o. hereby makes public the information about the selection of the recommended transaction structure providing for the inclusion into the structure of GROCLIN S.A. COUNTME Spółka z o.o.
Additionally, referring to the resolutions passed at the Extraordinary General Meeting of the Issuer on 6 August 2021. The Management Board of the Issuer informs that having considered a number of options related to the takeover and inclusion of eGROCLIN Spółka z o.o. into the structures of the Issuer, it has decided to merge the two projects, i.e., the takeover of COUNTME Spółka z o.o. and eGROCLIN Spółka z o.o. using one new share issue, and consequently to withdraw from offering subscription warrants to the shareholders of eGROCLIN Spółka z o.o.
Negotiations with COUNTME Spółka z o.o. and the investor group involved in this project are in the final phase of arrangements, however, the assumed schedule makes it necessary to seecta structure of the target transaction and prepare draft documents which shall be voted at the next General Meeting of GROCLIN S.A., which is planned to be held in the second half of December 2021.
As a part of the conducted works connected with the valuation of the companies being taken over, the previous valuation of eGROCLIN Company z o.o. at the level of approx. PLN 10,000,000.00 was maintained and the value of COUNTME Company z o.o. was established at the level of approx. PLN 102,000,000.00 PLN. At the same time, taking into consideration the development of the share price of the Issuer on the Warsaw Stock Exchange and their close connection with the information on the involvement of the Issuer in the e-commerce projects, the Management Board of the Company shall recommend the increase in the share capital with the issue price at the level of the par value of the shares of the Issuer, which corresponds to the quotations of the shares of the Issuer from the period ending the involvement of the Issuer in the production of trims for the needs of the automotive industry.
The Management Board of the Issuer is planning to convene a General Meeting in the nearest future and to submit to voting the resolutions allowing the takeover of COUNTME Spółka z o.o. and eGROCLIN Spółka z o.o. companies. The settlement of the transaction shall be made exclusively through the exchange of GROCLIN S.A. shares for the shares which are held by the present investors of COUNTME Spółka z o.o. and eGROCLIN Spółka z o.o. The estimated value of the recommended increase in the share capital is of PLN 107,100,000.00, of which PLN 102,000,000.00 accrues to the investors of COUNTME Spółka z o.o. and 5,100,000.00 PLN accrues to the shareholders of eGROCLIN Spółka z o.o. The value of shares attributable to the acquisition of eGROCLIN Spółka z o.o. is in accordance with the original resolutions passed by the General Meeting of the Issuer on 6th August 2021, which provided for subscription warrants entitling to subscribe for 5,067,105 shares.
Currently, the work related to a verification of the valuations by an independent auditor is being continued in order to confirm the fair value of the shares in COUNTME Spółka z o.o. and eGROCLIN Spółka z o.o., which shall be submitted at the next General Meeting.
The Management Board of GROCLIN Spółka Akcyjna with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) referring to the Current Report of 6 October 2021, in which the Issuer informed about signing a Letter of Intent with COUNTME Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław (KRS 0000750346) informs that at the present stage the parties continue the cooperation, which comprises the research of both companies participating in the transaction, the valuation of COUNTME and they work on determining the conditions of exchanging the GROCLIN S.A. shares into the COUNTME shares.
The Issuer shall keep you updated of the next stages of the implementations of the arrangements included in the Letter of Intent.
The closing of the transaction and the purchase of the COUNTME shares is planned by the end of 2021.
The Management Board of GROCLIN Spółka Akcyjna with a registered office in Grodzisk Wielkopolski (‘Company/Issuer’) referring to the Current Report of 31st August 2021, in which the Issuer informed about the commencement of the negotiation process with a potential investor group, hereby makes public that on 6th October 2021, the Letter of Intent was signed between the Issuer and COUNTME Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław (KRS 0000750346), in which the Parties set out the initial conditions of the transaction involving the purchase by the Issuer of 100% of shares in the share capital of COUNTME Spółka z o.o.
COUNTME Spółka z o.o. is an entity operating in the e-commerce segment and its primary area of activity is management of the LESS website, application and brand. The LESS_ website (mobile application and website at www.less.app) is a tool to purchase and sell used items (e.g., second-hand clothes, electronics, sports equipment, books or toys). The application is available in the Google Play and App Store developer shops. As of 5th October 2021, nearly 800,000 users have already signed up for the application.
The signed Letter of Intent stipulates:
(i) the cooperation with each other in order to conduct an audit of both companies involved in the transaction, which should be completed by 31st October 2021.
(ii) the commencement and performance of the COUNTME valuation process, which should be completed by 31st October 2021.
(iii) the determination of the terms of exchange of the GROCLIN S.A. shares for the COUNTME shares, including the level of the increase in the share capital.
The settlement of the transaction shall take place exclusively through the exchange of the GROCLIN S.A. shares for shares held by the current investors of COUNTME Spółka z o.o.
The exact structure of the transaction shall be known upon drawing up the COUNTME valuation report, which shall be commissioned to a reputable entity having experience in valuating enterprises in the e-commerce sector.
The Issuer shall keep you updated of the next stages of the implementations of the arrangements included in the Letter of Intent.
The closing of the transaction and the purchase of the COUNTME shares is planned by the end of 2021.
The Management Board of GROCLIN Spółka Akcyjna with its registered office in Grodzisk Wielkopolski (‘Company/Issuer’) referring to the Current Report of the 28th of April 2021 informing about the adoption of the assumptions of a new development strategy of the Issuer, having regard to the contents of the Current Report of the 7th of July 2021 as well as to the contents of the resolutions made by the Extraordinary General Meeting of the Issuer on the 6th of August 2021 informs that:
(i) on 31st August 2021, the Issuer entered into a subscription contract with Gerstner Managementholding GmbH, Dresden (‘GMH’), pursuant to which GMH subscribed for 1,000,000 series H shares in the increased share capital of the Company,
(ii) on 31st August 2021 the Management Board of the Issuer passed a resolution on the commencement of the negotiation process with a potential investor group, the aim of which is to include in the structures of GROCLIN S.A. an entity operating in the e-commerce market segment with a very high growth potential; the determination of the terms of a possible transaction should take place by 30th September 2021. On 1st October 2021. The Issuer shall provide information on the status of the discussions. The Issuer at this stage indicates that the performance of the proposed transaction shall require an adoption of a resolution on increasing the share capital of the Issuer through the issue of new shares.
The Management Board of the Company, despite the implementation of the strategy presented in the current report of 28th April 2021 and supplemented in the current report of 7th July 2021, decided to enter into negotiations with a new investor group because, in the opinion of the Management Board of the Issuer, the success of the negotiations shall enable the Company to join the e-commerce sector, in which the market data indicate a high and stable level of growth and at the same time, such a transaction, if it is carried out, shall, in the opinion of the Management Board of the Issuer, have a significant positive impact on the valuation of the shares and shall be to the benefit of the existing shareholders of the Company.
The Issuer took a decision to publish information about the commencement of negotiations in order to avoid the necessity of commenting on the information about the involvement of the Issuer in another negotiation process, which is becoming public, despite the fact that the Issuer has taken all reasonable efforts to keep the process itself strictly confidential.
