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Title: Facilitation of the subsequent option of financing of acquisition of Mall Group a.s. and WE|DO CZ s.r.o.

February 3, 2022

Current report No.: 7/2022

Title: Facilitation of the subsequent option of financing of acquisition of Mall Group a.s. and WE|DO CZ s.r.o.

Legal basis: Article 17 of MAR - inside information

With reference to:

  1. the current report No. 10/2020 of 14 October 2020, where Allegro.eu (the "Company") informed about the refinancing of the existing indebtedness of the companies of the Allegro group, where Adinan Midco S.à r.l. ("Adinan Midco"), a Company’s subsidiary, had entered into, among others, an English law senior facilities agreement (the "SFA") comprising a (i) PLN 5,500 million term loan facility and (ii) a PLN 500 million multi-currency revolving credit facility (the "RCF"),

  2. the current report No. 14/2021 of 4 November 2021, where the Company informed that the Company and Allegro.pl had concluded a share purchase agreement (the “SPA”) with four institutional investors regarding the acquisition of 100% stake in each of Mall Group a.s., and WE|DO CZ s.r.o., both entities incorporated under the laws of the Czech Republic, in exchange for consideration being a combination of cash (EUR 474,000,000) and new shares (the equivalent of EUR 407,000,000) in the Company (the "Planned Transaction");
The Board of Directors of the Company (the “Board”) hereby informs about the resolutions it has adopted on 3 February 2022 in order to facilitate the financing of the Planned Transaction: the Board resolved to approve the entry into, the signing as well as the execution and performance by Adinan Midco of documents required to establish an additional multi-currency revolving credit facility of PLN 500 million over and above the existing, currently undrawn RCF as defined above (the “Additional RCF”).

 

Subsequently, the Board informs that the Additional RCF Facility was duly signed by Adinan Midco and other parties to the SFA on 3 February 2022.

In accordance with the SFA provisions the total combined RCF capacity of up to PLN 1.0 billion can be effectively drawn and utilized by Adinan Midco as well as Allegro.pl Sp. z o.o. which provides further means to potentially fund the acquisition of the Mall Group a.s. and WE|DO CZ s.r.o. as stipulated in the SPA and / or provide additional liquidity directly to those companies after an accession to the SFA as effectively new subsidiaries.

Allegro.eu is a Luxembourg public limited liability company (société anonyme), registered office: 1, rue Hildegard von Bingen, L – 1282 Luxembourg, Grand Duchy of Luxembourg, R.C.S. Luxembourg: B214830.