Public Disclosure under MAR Article 17 shares and Limited Partnership interests with a net asset value of approx. EUR 121.4 million in total Partial payment for those fund stakes to be funded in kind through a share issue
Sliema, Malta, 12 December 2023. Samara Asset Group p.l.c. (ISIN: MT0001770107; Ticker: SRAG:GR) (“Samara”) announces that today it has signed a purchase agreement with Apeiron Investment Group Limited (C 51843) (“AIG”) pursuant to which Samara shall acquire shares / Limited Partnership interests in four venture capital funds (the “Stakes”), with underlying holdings in approx. 115 companies, predominantly in Europe and the US, across the Crypto, Fintech, Deep Tech and Life Sciences sectors. The combined net asset value of the Stakes, which is also the purchase price, amounts to approx. EUR 121.4 million. This transaction strengthens Samara’s balance sheet and Samara’s positioning as a holding company in crypto, tech and life sciences. The transaction is planned to be carried out in two steps, as described below. As a first step Samara will acquire Stakes in one of the funds ("Assets”) from AIG with a net asset value (and hence purchase price) of approx. EUR 47.6 million. The consideration payable by Samara for this first step of the transaction consists of (a) a cash component in the amount of approx. EUR 10.0 million and (b) a share component whereby Samara will transfer (i) approx. 1.2 million shares in Northern Data AG (a German company, ISIN: DE000A0SMU87), and (ii) approx. 4.8 million ordinary shares in Samara (i.e. treasury shares) to AIG. This step of the transaction is expected to close today. In the second step, Samara will acquire the Stakes in the other three funds from AIG (the “Further Assets”) with an aggregate net asset value (and hence purchase price) of approx. EUR 73.8 million. The consideration payable by Samara for the Further Assets will be settled by the transfer and/or issue of approx. 48.0 million ordinary shares in Samara at an issue price of approx. EUR 1.54/share (being the volume weighted average trading price of Samara’s shares for the 20 trading days ended on 11 December 2023). The purchase agreement provides for a price adjustment in due course in the event that the aggregate net asset value of the Assets and the Further Assets set out in the FY23 audited accounts of the underlying funds differs from the aggregate valuation originally attributed to them in the purchase agreement. The consideration for the Further Assets will be funded through an issue of shares in Samara to AIG. Samara will hold an extraordinary general meeting (“EGM”) towards the end of January 2024 for the purpose of seeking shareholder approval of, inter alia, all relevant resolutions needed to enable Samara to issue ordinary shares to AIG for the purposes of the transaction. Closing of this step of the transaction is subject to the said shareholder approval. Samara expects to publish the EGM notice and all other ancillary documents soon. Media Contact: Samara Asset Group p.l.c. 66/67, Beatrice, Amery Street, Sliema, SLM 1707, Malta
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