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MESSAGE _ENGLISH VERSION_
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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
conditional preliminary agreement within the meaning of Article 389 § 1
of the Polish Civil Code [the "Agreement"] with Mr Robin Karlsen, who
holds 100% of the shares in AMIHAN O with its registered office in
Tallinn ["AMIHAN"], setting out the terms and conditions for a
transaction involving the acquisition by the Company of 100% of the
shares in AMIHAN in exchange for newly issued shares in the Company [the
"Transaction"].
Pursuant to the Agreement, upon satisfaction of the conditions precedent
specified therein, the parties will be obliged to complete the
Transaction, including, in particular, the execution of an agreement for
the subscription of newly issued shares in the Company and the transfer
of ownership of the shares in AMIHAN to the Company. As part of the
Transaction, the then-current shareholders of AMIHAN [prior to
completion of the Transaction, certain transactions will be completed at
the AMIHAN level involving the transfer of a portion of the shares held
by AMIHAN's current sole shareholder to other entities] will transfer to
the Company their shares in AMIHAN together with all rights attached
thereto and, in exchange, will subscribe for newly issued shares in the
Company, to be issued as part of an increase in the Company's share
capital with the pre-emptive rights of the existing shareholders
excluded. The shares in AMIHAN will constitute a non-cash contribution
for the newly issued shares in the Company. The number and issue price
of the Company's shares to be issued to the shareholders of AMIHAN will
be determined in accordance with the mechanism set out in the Agreement,
in particular on the basis of the valuations of the Company and AMIHAN,
provided that, as a result of the completion of the Transaction, the
shareholders of AMIHAN will collectively hold [following the conversions
referred to below] no less than 60% of the Company's share capital [the
Company has been valued at PLN 38,147,576, based on the average price of
the Company's shares over the nine-month period ending on 31 July 2026;
the valuation of AMIHAN is currently being finalised].
Completion of the Transaction is subject to the satisfaction of a number
of conditions precedent stipulated for the benefit of the Company and
the shareholders of AMIHAN, respectively. The conditions stipulated for
the benefit of the Company include, in particular, the representations
and warranties of the shareholders of AMIHAN specified in the Agreement
being true in all material respects as at the Transaction closing date,
the absence of any material adverse change affecting AMIHAN between the
date of execution of the Agreement and the Transaction closing date, the
appropriate establishment of AMIHAN's shareholder structure prior to the
closing of the Transaction, and the delivery to the Company of a
valuation of AMIHAN. The conditions stipulated for the benefit of the
shareholders of AMIHAN include, in particular, the Company's
representations and warranties being true in all material respects and
the absence of any material adverse change affecting the Company up to
the Transaction closing date, the repayment or conversion of the
Company's financial indebtedness [including, in particular, indebtedness
towards Fingames Lending sp. z o.o. and a shareholder holding more than
5% of the Company's share capital and voting rights; see ESPI Report No.
15/2026 of 1 September 2026], so that as at the Transaction closing date
such indebtedness does not exceed, in aggregate, the equivalent of EUR
10,000, as well as the completion of the required corporate actions and
the obtaining of all necessary corporate approvals and resolutions,
including those relating to the increase of the Company's share capital
through the issue of a new series of shares to the shareholders of
AMIHAN with the exclusion of the pre-emptive rights of the Company's
existing shareholders. The Agreement also provides for the Company's
principal shareholders to undertake to participate in the General
Meeting and vote in favour of the resolutions required to complete the
Transaction, as well as to refrain temporarily from disposing of or
encumbering their shares in the Company.
The Agreement provides that the Company may waive, in whole or in part,
the satisfaction of the conditions precedent stipulated for its benefit,
and that the shareholders of AMIHAN may waive, in whole or in part, the
satisfaction of the conditions precedent stipulated for their benefit,
except for certain conditions specified in the Agreement relating to
corporate actions of the Company required to complete the Transaction.
Upon satisfaction of the conditions precedent that have not been validly
waived by the entitled party, the parties will be obliged to perform the
actions required to close the Transaction [including, among other
things, entering into agreements for the subscription of newly issued
shares and transferring ownership of the shares in AMIHAN to the
Company]. The Transaction should be completed within five business days
following the satisfaction of the last condition precedent. Pursuant to
the Agreement, the parties may seek execution of the agreements for the
subscription of the new series of the Company's shares and performance
of the closing actions until 31 March 2027.
The Agreement further provides that if the Company fails to procure the
required corporate approvals and resolutions and such failure results
from a culpable breach by the Company of its obligations under the
Agreement, the sole remedy available to the shareholders of AMIHAN will
be a claim for damages in accordance with the terms of the Agreement and
Article 390 of the Polish Civil Code. The Company's liability for
damages in such circumstances will be limited to the negative
contractual interest _Polish: ujemny interes umowny_ and will cover
reasonable and documented losses incurred by the shareholders of AMIHAN
in reliance on the completion of the Transaction and arising directly as
a result of the Transaction not being completed, excluding, in
particular, any lost profits, loss of opportunity and benefits expected
from the completion of the Transaction.
Furthermore, the Agreement sets out the circumstances in which it may be
terminated by either party [including, among other things, failure by
the other party to perform its obligations thereunder, in particular
with respect to the conditions precedent], as well as provisions
concerning representations and warranties, indemnification [the maximum
amount of damages for breach of the representations and warranties
concerning the Company's position is PLN 11.5 million] and lock-up
undertakings. The Agreement is governed by and construed in accordance
with Polish law.
The Agreement is a consequence of the letter of intent entered into with
AMIHAN Innovations Limited, as announced by the Company in ESPI Report
No. 11/2026 of 7 July 2026 [together with the amendments thereto - see
ESPI Report No. 13/2026 of 30 July 2026 and ESPI Report No. 14/2026 of
31 August 2026], with AMIHAN being the party to the Transaction due to
its takeover of AMIHAN Innovations Limited.
The Management Board points out that the execution of the Agreement does
not constitute the acquisition by the Company of the shares in AMIHAN or
the completion of the Transaction. Ownership of the shares in AMIHAN
will be transferred to the Company only upon the closing of the
Transaction, following satisfaction of the required conditions and
completion of the actions provided for in the Agreement. Furthermore,
the adoption of resolutions concerning the issue of a new series of
shares to be offered to the shareholders of AMIHAN is subject to the
decision of the Company's General Meeting. The Company will report on
subsequent material stages of the Transaction in accordance with
applicable laws and regulations.
The Management Board of the Company recalls that AMIHAN is developing
its business at the intersection of real estate, capital markets and
blockchain technology, focusing on the acquisition, development and
structuring of real estate projects, particularly in the Asia-Pacific
_APAC_ markets, using solutions involving real-world assets _RWA_,
blockchain and tokenisation. According to information provided to the
Company, AMIHAN is developing a portfolio of real estate projects in
respect of which it holds, or is seeking to obtain, certain rights,
including, among others, the Apuao Grande islands in the Philippines, a
Nordic land portfolio and other projects at various stages of
development and structuring.
In the Management Board's of the Company opinion, the planned
Transaction provides an opportunity to expand the Company's business
profile to include international real estate projects and RWA solutions,
as well as to leverage AMIHAN's relationships and capabilities in
sourcing, evaluating and structuring projects across various
jurisdictions. Ultimately, the cooperation is intended to enable the
Company to develop a model for sourcing and developing further projects
using a shared infrastructure.
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RB_ASO: Zawarcie przedwstępnej umowy w sprawie nabycia 100% udziałów AMIHAN
