| |
MESSAGE _ENGLISH VERSION_
|
|
| |
The Management Board of Ice Code Games S.A. with its
registered office in Warsaw _the "Company"_ hereby announces that today
it entered into a non-binding Letter of Intent with AMIHAN Innovations
Limited, a company incorporated and existing under the laws of the
British Virgin Islands _"AMIHAN"_, pursuant to which the Parties
commenced negotiations regarding the potential acquisition by the
Company of 100% of the shares in AMIHAN in exchange for newly issued
shares in the Company, to be subscribed for by the current shareholders
of AMIHAN and subsequently introduced to trading on the NewConnect
market _the "Transaction"_.
For the purposes of the Letter of Intent relating to
the Transaction, the Parties adopted the following indicative
valuations, subject to verification during the due diligence process:
AMIHAN - USD 15,000,000; the Company - USD 10,000,000 _with the
Company's valuation having been determined on the basis of the average
market price of the Company's shares over the preceding nine-month
period_. Based on these indicative valuations, the Parties assumed that,
following completion of the Transaction, the Company's existing
shareholders would hold approximately 40% of the Company's shares, while
the current shareholders of AMIHAN would hold approximately 60% of the
Company's shares.
The Management Board notes that the final valuations
of both the Company and AMIHAN, the share exchange ratio, and the
Company's ultimate ownership structure following completion of the
Transaction will be determined during the negotiations, verified through
the due diligence process, and specified in the definitive transaction
documentation.
The Parties anticipate that, following completion of
the Transaction, the Company will operate under the leadership of the
AMIHAN management team, while the detailed corporate governance
arrangements, including the composition of the Company's governing
bodies, will be determined in the definitive agreements. Should the
Transaction be completed, AMIHAN will analyse and determine the
strategic direction for the Company's existing gaming operations. The
final terms of the Transaction will be set out by the Parties in a term
sheet, which is expected to be executed by 31 July 2026.
The Parties intend that, following completion of the
Transaction and the integration of AMIHAN's business with the Company,
the Company will establish a strong competitive position in the real
estate sector and the tokenisation of real-world assets _Real-World
Assets - RWA_, benefiting, among other things, from the mutual
complementarity of AMIHAN's and the Company's businesses, access to the
capital market, increased scale of operations, and optimisation of
operating costs.
Completion of the Transaction will be subject, among
other things, to the following conditions: _i_ satisfactory completion
of the mutual due diligence process; _ii_ adoption by the Company's
General Meeting of the resolutions required to approve the issuance of
new shares; and _iii_ obtaining all corporate approvals required by
AMIHAN and its shareholders.
The Letter of Intent provides for a three-month
exclusivity period commencing on the date of its execution, during which
the Parties have undertaken not to enter into negotiations or
arrangements with third parties regarding transactions competing with or
likely to impede the contemplated Transaction. The provisions relating
to the exclusivity period are legally binding upon the Parties.
Furthermore, during the exclusivity period, the
Company has undertaken that, without the prior written consent of AMIHAN
_which may not be unreasonably withheld_, it will not issue, or
undertake to issue, any shares or securities convertible into or
exchangeable for shares, make any changes to its share capital, incur
any material financial indebtedness, or dispose of any material assets,
except for actions undertaken in connection with the
contemplated
Transaction. These undertakings are legally binding upon the Parties.
AMIHAN is a company operating in the real estate
sector with a focus on real-world assets _RWA_ and blockchain
technologies. Its business activities include the acquisition,
development and management of real estate, with particular emphasis on
the Asia-Pacific _APAC_ region. According to information provided to the
Company's Management Board, AMIHAN owns or is seeking to secure rights,
purchase options and long-term lease agreements relating to assets
including Apuao Grande Island in the Philippines, a portfolio of Nordic
land assets, and other projects. AMIHAN combines its real estate
business with a strategy of structuring ownership and financing of its
assets through the use of innovations in real-world assets _RWA_,
blockchain technology and tokenisation.
The Management Board emphasizes that the Letter of
Intent is non-binding and does not create any obligation for either
Party to complete the Transaction or enter into any other agreement.
Unless otherwise agreed by the Parties in writing, the Letter of Intent
shall expire upon the earlier of: _i_ the execution of the definitive
agreements relating to the Transaction; or _ii_ the expiry of the
exclusivity period.
The Management Board will keep the market informed of
any further material developments concerning the negotiations and the
potential Transaction in accordance with the applicable laws and
regulations.
|
|
|
RB_ASO: Podpisanie niewiążącego listu intencyjnego w sprawie przejęcia innego podmiotu i rozwoju
działalności w nowym obszarze
