Management Board of Venture INC S.A. with its seat in Wrocław (“Issuer”) informs that on October 29, 2020 pursuant to Art. 17 sec. 4 of the Regulation of the European Parliament and of the EU Council No. 596/2014 on market abuse and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC (” MAR ”) decided to delay the public disclosure of confidential information regarding the commencement of the process of negotiating an investment agreement between Movie Games SA with its seat in Warsaw, the company Patent Fund S.A. in liquidation (“Patent Fund”) with its seat in Wrocław, and the Issuer.
The Issuer hereby publishes the delayed Confidential Information:
On October 29, 2020, the Issuer received an invitation to talk with Movie Games SA on:
stopping the process of liquidation of the sale of the majority stake of Patent Fund shares listed in the Alternative Trading System NewConnect in Warsaw (ASO) and a new issue of 177,600,000 Patent Fund shares, which will be acquired by shareholders of another company from the gaming industry, i.e. Pixel Crow limited liability company with with its registered office in Warsaw (“Pixel Crow”) in return for a total of 100% of shares in this Company, as a result of which Pixel Crow will become a subsidiary of Patent Fund. In the event of the issue of Patent Fund shares and registration of the share capital increase in accordance with the above assumptions, the Issuer will hold 3,653,585 shares, which will constitute 1.94% of the share capital of Patent Fund.
Due to the legitimate interest of the Issuer and the high negotiation risk, as well as the fact that Patent Fund is a company listed on the ATS, the Issuer’s Management Board decided to delay the publication of confidential information.
In connection with the completion of negotiations and the signing of an investment agreement and agreements for the sale of Patent Fund shares, the Issuer decided to disclose Confidential Information. Pursuant to art. 17 sec. 4, third paragraph of MAR, immediately after the publication of this report, the Issuer will inform the Polish Financial Supervision Authority of the delay in disclosing the Confidential Information, indicating that the conditions for such delay have been met.
At the same time, the Issuer’s Management Board points out that the earlier publication of the Confidential Information, in particular the potential investor’s data and the subject of the negotiations, could potentially adversely affect the negotiation process and the terms of the transaction, and thus lead to the risk of recognizing the publication as activities aimed at manipulating the rate of the Patent Fund.
From the Issuer’s point of view, the positive conclusion of the negotiations, resulting in the signing of an investment agreement and share sale agreements in Patent Fund, was crucial for the further development of Patent Fund, which was to carry out further steps leading to its liquidation until the agreement was signed. The signing of the investment agreement and the entry into force of its provisions will allow the shareholders of the Patent Fund to adopt a resolution revoking the liquidation, which will create the possibility of continuing business activities under the Patent Fund.
In the opinion of the Issuer, the delay in the publication of the Confidential Information did not mislead the public, as the content of the Confidential Information would not clearly indicate whether the above-mentioned negotiations will be successful. Additionally, the Issuer ensures that it has ensured the confidentiality of all information related to the Confidential Information.
Art. 17 sec. 4 of MAR – Notice of Delayed Disclosure of Confidential Information