On December 30, 2024, Polska Grupa Militarna S.A., with its registered office in Warsaw (the Issuer), entered into an agreement with Tech Robotics S.A., with its registered office in Warsaw (formerly: No Gravity Development S.A.) an agreement under which the Issuer would acquire 1,099,000 Series B shares of Tech Robotics S.A. in exchange for shares representing 100% of the share capital of Tech Robotics sp. z o.o., with its registered office in Warsaw. The total issue price of the Series B shares of Tech Robotics S.A. amounted to PLN 3,044,230.00 (i.e., PLN 2.77 per share).
The Issuer notes that the above transaction was concluded in accordance with a previously entered into agreement, which the Issuer disclosed in ESPI Current Report No. 39/2024 dated September 10, 2024. As a result of this agreement, the Issuer also undertook to subscribe for and pay for 251,000 Series C shares of Tech Robotics S.A. in exchange for a total issue price of PLN 1,004,000.00, i.e., PLN 4.00 per share.
Upon the execution of this agreement, the Issuer will hold shares in Tech Robotics S.A. representing at least 50.04% of the total number of votes at the General Meeting of Tech Robotics S.A., which means that Tech Robotics S.A. will become part of the Issuer’s Capital Group. The agreement also provides that, based on the assets of Tech Robotics sp. z o.o., Tech Robotics S.A. will conduct business in the field of drone development. This activity will be financed from funds raised through the issuance of Series C shares, including at least PLN 1,004,000.00 from the Issuer. Ultimately, the parties to the agreement anticipate that Tech Robotics S.A. will merge with Tech Robotics sp. z o.o. through the acquisition of Tech Robotics sp. z o.o.