Brief: Imperio ASI Signs Support Deal On Merger Of Cosma Group And Cosma Cannabis

Imperio Alternatywna Spolka Inwestycyjna SA

08/02/2023 07:02

Feb 8 (Reuters) - Imperio ASI SA  IMPP.WA :
    * SAID ON TUESDAY, IT HAS SIGNED A SUPPORT AGREEMENT TO A
SHAREHOLDER AGREEMENT ON MERGER OF COSMA GROUP AND COSMA
CANNABIS SIGNED AT THE END OF AUGUST OF 2022
    * THE SHAREHOLDER AGREEMENT WAS SIGNED BY COMPANY AND KEY
SHAREHOLDERS OF COSMA CANNABIS (CC), COSMA GROUP (CG), AND COSMA
GROUP SHAREHOLDERS ARTUR GORSKI AND JANUARY CISZEWSKI
    * UNDER THE SUPPORT AGREEMENT, THE PARTIES AGREED THAT CG
MANAGEMENT WILL CONVENE AN EXTRAORDINARY GENERAL MEETING (EGM)
WITHIN A MONTH OF THE REGISTRATION OF THE MERGER
    * THE EGM WILL VOTE ON INCREASING CG'S SHARE CAPITAL VIA
ISSUE OF
49.7 MILLION SHARES AT 0.18 ZLOTY PER SHARE
    * THE SAID INCREASE WOULD BE CONDUCTED UNDER CLOSED
SUBSCRIPTION
    * THE PARTIES ALSO AGREED THAT SAID ARRANGEMENT WOULD NOT BE
ENFORCED IF CC OR CG SIGNED AN INVESTMENT DEAL WITH EXTERNAL
INVESTOR FOR DIRECT CAPITAL ENGAGEMENT EQUIVALENT TO AT LEAST 7
MILLION ZLOTYS
    * UNDER THE SUPPORT AGREEMENT SOME OF THE PARTIES, INCLUDING
THE
COMPANY, WOULD GRANT SHORT-TERM REPAYABLE FINANCING FOR CC'S
CURRENT ACTIVITY IN FORM OF UNSECURED INTEREST LOANS FOR UP TO
4.5 MILLION ZLOTYS
    * FOLLOWING THE MERGER, CC WILL ALLOCATE OBTAINED FUNDS TO
GROWTH
OF DISTRIBUTION IN PHARMACY CHANNELS, REGISTRATION OF
PHARMACEUTICAL RESOURCES, AS WELL AS, MEDICAL PRODUCTS
    * IN THE EXECUTION OF THE SUPPORT AGREEMENT, THE COMPANY
SIGNED
LOAN DEAL WITH CC FOR A TOTAL OF 0.5 MILLION ZLOTYS

        
 Source text for Eikon:  urn:newsml:reuters.com:*:nEM4TCKsKa
 Further company coverage:  IMPP.WA  
 (Gdansk Newsroom)
 ((gdansk.newsroom@thomsonreuters.com; +48 58 769 66 00;))