Columbus Elite Global has an investment agreement to acquire 84.4% of Saule's shares

Columbus Elite Global concluded with January Ciszewski, Artur Kupczunas, Olga Malinkiewicz, Knowledge is Knowledge, Dariusz Chrząstowski, H.I.S. Energy Holdings and Saule and Columbus Energy investment agreement. Its purpose is to establish the terms and dates of acquiring new CEG shares by existing Saule shareholders, i.e. no more than 73,266,660 series E shares with a nominal value of PLN 0.5 each, which will be covered by a contribution in kind with their Saule shares in the number 1,324,938 shares, representing 84.4% of Saule's share capital, the CEG reported.

The investment will be implemented after the following conditions are met: resignation of the existing members of the CEG supervisory board, adoption by the general meeting of CEG of resolutions on increasing the share capital by issuing series E shares and amending the CEG's statute as agreed by the parties and receiving a Saule valuation prepared by a statutory auditor, on the basis of which the issue price of series E shares will be determined. The parties in the Investment Agreement agreed that the investment should be implemented on the date of adopting resolutions by the general meeting of CEG (referred to above), no later than within three months from the date of signing the investment agreement, it was announced.

In addition, the parties agreed in the investment agreement:
- corporate governance principles, including Columbus' personal powers to appoint and dismiss no more than two members of the supervisory board of CEG and Saule (which was conditional on Columbus's participation in CEG),
- restrictions on the sale of CEG shares (each Saule shareholder who is a party to the investment agreement is prohibited from selling and encumbering new CEG issue shares for a period of 5 years from the date of signing the investment agreement; at the same time, the investment agreement provides for the possibility of selling / charging a certain number of shares of the new CEG issue after the first, third and fourth anniversary of the transaction closing date, i.e. the acquisition by CEG of Saule shares, respectively),
- the pre-emptive right to purchase CEG shares in the event of an intention to sell them by a party to the investment agreement,
- the right to connect Columbus to the sale of CEG shares by another party to the investment agreement.
The investment agreement shall enter into force on the date of conclusion, however, during its term, it may not be terminated or terminated by either party and shall expire on the first of the following days:
- termination of the investment agreement by all parties,
- the lapse of 10 years from the date of the investment agreement,
- with regard to a given party, upon disposal of all its CEG shares in accordance with the provisions of the investment agreement, they have been replaced.

In addition, the management board of CEG informs that it has signed an agreement to join the investment agreement of September 3, 2020 concluded between A. Kupczunas, O. Malinkiewicz, Knowledge is Knowledge, D. Chrząstowski, Saule and Columbus, on the basis of which - following the conclusion of an investment agreement - CEG joins as a party to this investment agreement. The agreement to join the investment agreement of September 3, 2020 will come into force on the date CEG acquires at least one Saule share, it was also stated.

Columbus Energy reports that it is the market leader in photovoltaic micro-installations in Poland. The company is listed on the New Connect market.

Saule Technologies is a Polish company developing a new generation of printed perovskite solar cells technology. The company was founded in 2014 by Olga Malinkiewicz - the inventor of the method - and businessmen Piotr Krych and Artur Kupczunas. Today, Saule Technologies is a team of over 50 scientists, engineers and administrative staff from over 17 countries. Over the last year, Saule Technologies, in cooperation with engineers from Korea, Malaysia, Great Britain, Singapore and Japan, has been constructing a unique, first in the world production line of printed perovskite cells.

Source: ISBnews