Equity swap with Krakul Holding OÜ and Krakul OÜ; notice of calling extraordinary general meeting
Conclusion of an equity swap with Krakul Holding OÜ and Krakul OÜ
Today, on 22.11.2021, AS Bercman Technologies (hereinafter Bercman), Krakul Holding OÜ (hereinafter KH) and Krakul OÜ (hereinafter Krakul) concluded a conditional swap for the share of a private limited company and shares of a public limited company (hereinafter the Contract). The object of the Contract is the acquisition of a 100% shareholding in Krakul by Bercman, whereas the acquisition of this shareholding shall be paid for in the shares of Bercman. The Contract has been concluded conditionally and the planned transaction shall be completed only if Bercman’s extraordinary general meeting approves the conclusion of the transactions agreed on in the Contract and decides on the increase of Bercman’s share capital and the issue of new shares to pay for the 100% shareholding in Krakul.
Krakul develops internet-of-things solutions and provides related hardware and software services, their primary economic indicators are as follows:
|
Financial year of Krakul OÜ |
Turnover (EUR) |
Profit (EUR) |
|
2018 |
586,328 |
127,795 |
|
2019 |
899,057 |
101,331 |
|
2020 |
962,251 |
184,514 |
The aim of acquiring 100% shareholding in Krakul is to introduce additional hardware and software development competence to the Bercman group. In addition to the above, the parties of the Contract have agreed on the continuance of Krakul’s independent economic activity which enables to mitigate the risks arising from principal activities of those companies.
CEO of Bercman Mart Suurkask: “Bercman develops smart traffic solutions, Krakul turns things smart and makes them self-driving. Joining the two companies would create a synergy that could allow us to develop and market new products and services together on the international market for self-driving vehicles and smart traffic solutions”.
Chair of Bercman’s Supervisory Board Kuldar Leis: “Krakul is a renowned and very capable Estonian engineering firm that has developed, for example, the NASA commissioned camera that will be used in the lunar mission. Krakul’s CEO Jaan Hendrik Murumets was awarded the Estonian Young Entrepreneur Award in 2020. Bercman and Krakul have done development cooperation for nearly three years, so moving forward together will further increase our capacity”.
KH is the sole shareholder of Krakul; KH in turn has three shareholders, Jaan Viru, Jaan Hendrik Murumets and Kristjan Tozen, each of whom owns a share of KH with a nominal value of 1,000 euros and who will continue to contribute substantially to Krakul’s activity also after the closing of the transactions planned in the Contract.
The 100% shareholding of Krakul shall be paid for in Bercman’s shares in three parts – the first part in the amount of 100,000 Bercman’s shares shall be paid on the closing date of the transactions planned in the Contract when Bercman will be given the right of ownership to the 100% shareholding of Krakul and which shall take place immediately after Bercman’s extraordinary general meeting, i.e. expectedly on 02.12.2021. The second and third instalment, both in the amount of 30,000 shares, shall be paid for not later than on 14.07.2025 provided that the agreed financial objectives have been achieved.
The direct impact of the transactions agreed on in the Contract is that Krakul becomes a significant subsidiary of Bercman. The consolidation of the financial results of Bercman and Krakul improves the financial position of the Bercman group and contributes to achieving turnover targets. Bercman’s turnover targets are to generate a EUR 1,005,075 turnover in 2022, EUR 2,313,750 turnover in 2023 and EUR 4,457,125 turnover in 2024. The closing of the transactions planned in the contract would increase the turnover of the Bercman group significantly due to consolidating Krakul turnover, therefore, this transaction ensures achieving Bercman’s short-term goals. Emphasis of the transaction is on mutual cooperation in product development and expanding the product and service portfolio on the international markes. As a result of the transaction, the number of employees in the Bercman group would grow from 15 to 40.
Notice of calling extraordinary general meeting
The management board of AS Bercman Technologies (registry code 14134425, seat Riia 26, Tartu; hereinafter Bercman) calls extraordinary general meeting of shareholders to be held on 01.12.2021 at 11:00 at Lõõtsa 6 in the 2nd floor seminar room “Helsinki”. The registration of participants shall begin at 10:30 at the location of the meeting. Registration ends at 11:00.
The list of shareholders entitled to participate in the extraordinary general meeting shall be determined as at 7 (seven) days before the general meeting is held, i.e. on 24.11.2021, at the end of the business day of the settlement system of Nasdaq CSD.
Upon registering for the meeting, please submit:
1. in case of a shareholder who is a natural person, an identity document; a representative of the shareholder must also submit a valid power of attorney or other document proving the right of representation;
2. in case of a legal representative of a shareholder who is a legal person, an identity document; in case of an authorised representative also a valid written power of attorney. In case the legal person is not entered in the Estonian Commercial Register, please submit a valid extract from the relevant register where the legal entity is entered and which is the basis for the representative’s right to represent the shareholder (legal authorisation). The extract must be in English or translated into English by a sworn translator or an authority equivalent to a sworn translator, certified and legalised or apostilled, unless provided otherwise in an international agreement.
The agenda of the extraordinary general meeting is as follows:
1. Approval of transactions
Draft: approve the conclusion of transactions planned in the equity swap that has been concluded on 22.11.2021 with Krakul Holding OÜ and Krakul OÜ under the terms provided in this swap.
The supervisory board of Bercman has proposed to the shareholders of Bercman to vote in favour of this draft.
2. Increase of share capital
Draft: increase the share capital of Bercman on the following terms:
(i) Number and nominal value of the new shares: issue up to 100,000 new shares of Bercman with a nominal value of 0.1 euros (10 cents);
(ii) Amount of increase of share capital: increase share capital by 10,000 euros up to 129,847.1 euros; the new amount of the share capital of Bercman shall be 129,847.1 euros;
(iii) Class of shares to be issued: the new shares shall be ordinary shares with a nominal value of 0.1 euros (10 cents) which shall be of the same class as all other shares of Bercman;
(iv) Procedure for subscription: the right of subscription to all 100,000 shares shall be granted to Krakul Holding OÜ, shares shall be subscribed for by payment for the shares to Bercman’s bank account. Krakul Holding OÜ has the right to subscribe for the shares until 17.12.2021, whereas, the management board of Bercman has the right to shorten the subscription period if all the shares are subscribed for until the end of the term;
(v) Preclusion of the pre-emptive right of subscription: preclude the pre-emptive right of subscription of the shareholders of Bercman;
(vi) Share price and premium: the issue price is 0.1 euros (ten cents) per share i.e. the nominal value;
(vii) Payment for shares: Krakul Holding OÜ shall pay for the new shares in full by monetary contribution; Krakul Holding shall pay in total 10,000 euros for the subscribed shares.
(viii) Right to receive dividends: the new shares grant the shareholders the right to receive dividends for the financial year that began on 01.01.2021 and the following financial years.
The supervisory board of Bercman has proposed to the shareholders of Bercman to vote in favour of this draft.
A shareholder of Bercman can ask questions regarding the agenda items before the extraordinary general meeting by sending an e-mail to Bercman’s e-mail address investors@bercman.com so that Bercman receives these at least 2 (two) business days before the general meeting is held, not later than on 28.11.2021.
A shareholder of Bercman has the right to receive information from the management board at the extraordinary general meeting, demand the inclusion of additional issues on the agenda and submit a draft resolution regarding an agenda item. Upon the procedure and term for the exercise of these rights, Bercman shall proceed from the provisions of § 287, § 293 (2) and § 2931 (4) and asks that the respective applications are sent to the e-mail address investors@bercman.com.
Bercman is a deep-tech company founded in 2016 which focuses on developing and selling products and technologies that improve traffic safety. The company’s mission is to eliminate all traffic related fatalities. We also wish to contribute to the spread of self-driving vehicles Considering the future prospects of deploying automatic and autonomous vehicles, the company believes that the sector’s development has high potential and provides great opportunities for a rapid global expansion of the company.
Additional Information:
Mart Suurkask
CEO of AS Bercman Technologies
Telephone: +37 253 402 902
E-mail: mart.suurkask@bercman.com
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