INFOSCAN SA: Closing of a letter of intent to start talks on future terms of cooperation

Conclusion of a letter of intent to start talks on future terms of cooperation

With reference to the current ESPI Report No. 43/2021 dated October 19, 2021 regarding the commencement of the strategic options review process, the Board of Directors of Infoscan SA (the “issuer” or the “Company”) announced that on October 26, 2021, the Company entered into a Letter of Intent in connection with initiating talks on the terms of Future cooperation with GMZ.CO sp. z oo and Grupa Modne Shopping sp. z oo (“Letter of Intent”) (the entities listed above and the Company will hereinafter be referred to together as: the “Parties”).

The parties agreed that as a result of the conclusion of the letter of intent, they will begin, in good faith, negotiations aimed at defining the cooperation model, including capital links, in order to combine the business activities of the parties and thus obtain strategic synergies. The parties shall make arrangements regarding the selection of the cooperation model, mutual legal and accounting due diligence and the terms of the potential transaction, if any.

If the negotiations are successfully concluded, an agreement will be concluded that will determine the form of future cooperation between the parties (hereinafter referred to as the “Agreement”). At the present stage, the parties do not exclude any model of cooperation, including capital links. The parties agree on the preferred structure and form of the agreement in accordance with the business assumptions and for the benefit of the current and future shareholders and shareholders of the parties.

The Parties undertake to formalize the terms of negotiation or conclusion of the Agreement by November 30, 2021 in such a way that the subject of the Letter of Intent can be implemented at the best possible date.

The LOI is valid until November 30, 2021, and does not obligate the issuer to refrain from discussing the LOI or of a similar nature with another entity. The letter of intent does not constitute a binding agreement, but only expresses the desire to start negotiations on the conclusion of the agreement to the extent and on the terms stipulated therein. A letter of intent does not constitute an offer within the meaning of the Civil Code.

Grupa Modne Shopping Sp. z oo operates in the field of e-commerce, running a multi-brand online store with lingerie (intymna.pl), clothing (primodo.com) and sexy accessories (blackbunny.pl). In 2020, the group generated more than 16.5 million PLN in sales revenue.