Purchase of a controlling stake in ZMORPH S.A.

The Management Board of Sygnis SA, with its registered office in Warsaw, hereinafter referred to as Sygnis, informs that on July 29, 2022 it acquired from Warsaw Equity Management SA, with its registered office in Warsaw, hereinafter referred to as Warsaw Equity Management, 5,421,668 shares in ZMORPH S.A., with its registered office in Wrocław, constituting 77.88% of its share capital and entitling to the same number of votes at the general meeting. The purchase price has been set at a total of PLN 3,645,001.92, consisting of PLN 542,166.80 payment for the shares and PLN 3,102,835.12 for the purchase of receivables under loans with interest granted by Warsaw Equity Management to ZMORPH S.A. The repayment date for these loans is December 31, 2022. This transaction should be settled by Warsaw Equity Management’s acquisition of 1,822. 501 shares at an issue price of PLN 2.00 per share in the increased share capital of Sygnis based on the mechanism of contractual set-off of mutual receivables; the condition is that the General Meeting of Sygnis adopts appropriate resolutions, which will be proposed by the Management Board of Sygnis in the agenda of the General Meeting, which should be held within 45 days from the date of this agreement, with the proviso that if the shares are not taken up by Warsaw Equity Management within 2 months from the date of this agreement, Sygnis will be obliged to pay the purchase price to Warsaw Equity Management’s bank account in tranches payable on dates agreed by the parties. The payment of the entire purchase price is secured by blank promissory notes with a promissory note declaration issued by Sygnis, vouched for by shareholder and Sygnis CEO Mr. Andrzej Burgs.

In addition, Sygnis and Warsaw Equity Management entered into an agreement under which Sygnis undertook to:

  • offer Warsaw Equity Management another 500,000 shares at an issue price of 2.00 per share, to be paid by contractual set-off of mutual receivables against a PLN 1 million loan granted to Sygnis under an agreement dated July 29, 2022;
  • make a purchase from other shareholders of ZMORPH S.A. shares in the number of 1,283,528 shares, on the same terms and conditions on which it purchased the shares from Warsaw Equity Management mentioned above;
  • purchase from a third party a receivable in the amount of PLN 1 million plus accrued interest on that amount due to ZMORPH S.A.’s subsidiary, i.e. 3D Printers sp. z o.o., under the same terms and conditions on which it purchased receivables due to ZMORPH S.A. from Warsaw Equity Management, as mentioned above.

As a result of the execution of all the provisions of these agreements, Sygnis will hold 6,705,196 shares in ZMORPH S.A., representing 96.32% of the share capital and votes at the general meeting. In turn, as a result of acquiring the new shares, Warsaw Equity Management will hold 2,322,501 Sygnis shares, which will represent approximately 9.2% of the share capital and votes at the general meeting of Sygnis The final shareholding will depend on the final number of newly issued shares.

ZMORPH S.A. was established in 2012 in Wroclaw, Poland, and is active in manufacturing and supplying 3D printing solutions for educational and industrial applications. The company has developed and manufactures the “Zmorph FAB” all-in-one tupa printer and the “Zmorph i500” high-performance printer, which are available worldwide through a network of official partners. Currently, ZMORPH S.A. is the parent company holding 100% of shares each in relation to Value Factory sp. z o.o., which in turn holds a controlling stake in 3D Printers sp. z o.o. and LBL Systems sp. z o.o..

The Management Board indicates that the purpose of acquiring ZMORPH S.A. is to expand Sygnis’ operations by supplementing the group’s portfolio with a manufacturer of equipment representing the highest product quality in the field of additive thermoplastic techniques and technology, as well as their further development in cooperation with the R_D division of Sygnis.