13/12/2022
Extraordinary information - Healthcare software developer acquired by Gloster
Extraordinary publication
A Gloster Infocommunications Plc. (company registration no: 13-10-042012; registered office: 2142 Nagytarcsa, Csonka János utca 1/A Building A/2. hereinafter referred to as "the Company", "Gloster") in accordance with the Xtend General Business Rules of the Budapest Stock Exchange and the relevant regulations the following information to its Honoured Investors.
Healthcare software developer acquired by Gloster
With the transaction, a proprietary product to increase its market share in the digital private healthcare market and open up development centre in Pécs.
On 13 December 2022, the owner of Lanoga Kft. based in Pécs, and Gloster Incokommunications Plc. signed a share transfer agreement, under which Gloster acquired a majority (60%) stake in the software company, which has its own developed software supporting outpatient and occupational healthcare.
Lanoga Ltd. was founded in 2009 with the aim of serving the needs of domestic economic operators with innovative, proprietary software. Its most successful product, the Medici healthcare business management system, is used by leading domestic service providers. The solution helps Lanoga Ltd.'s customers to provide occupational health care to around 12,000 people a year. The transaction is closely aligned with Gloster's 2025 strategy (page 25), in which the Company announced the acquisition of successful companies in university towns that have been successful in nearshore outsourcing in addition to its own product.
The purpose of the acquisition is to enable Lanoga Ltd. to further grow in the domestic and European private healthcare IT market based on its existing successful product and to enable Gloster to open its nearshoring development centre in Pécs, Hungary, based on the local operations of Lanoga Ltd. in line with the Group's 2025 strategy. Lanoga Kft. will continue its activities under the name of Gloster-Lanoga Kft. after the closing of the contract, with Norbert Fischer as Managing Director, who will also be the head of the Company's development centre in Pécs and will start his work as the Group's Innovation Director. Norbert Fischer, who speaks excellent English, is an associate professor at the University of Pécs and a volunteer lecturer at the University of Pécs, who will strengthen the Group's internationally recognised high professional standards with his experience in numerous domestic and international innovation research projects.
New development centre opens in Pécs in line with the 2025 strategy
The development centre in Pécs is expected to expand by 50 developers in three years, making it a major player in the local IT industry. The employees working in the development centre will participate in world-class Western European projects through the Manching-based Gloster GmbH, which will be acquired on 08.12.2022. Gloster GmbH is the "Audi Innowation Award" winning German subsidiary of the Gloster Group and also the sales office for Western Europe, which was most recently awarded a project to upgrade the German Audi Group's production reporting system for the value of approximately EUR 700,000, which was announced by the Company on 7 June 2022.
"With this transaction, a truly high-quality, professional development team from Pécs has joined the group. Their acquisition represents real value for shareholders and the move is fully in line with our announced strategy. This is a new step in our stock market story and a higher step towards global success!" said Viktor Szekeres, President of the company.
Nine acquisitions in three years
The acquisition of Lanoga Ltd. is the Company's ninth acquisition. The Company acquired 51% of Euroway Networking Kft. on 10 January 2019 and 100% of TMSI Kft. on 13 December 2019, Cableline Technologies Kft. was acquired by Gloster on 1 January 2020 and 49% of Euroway Networking Kft. on 9 June 2020. Subsequently, on 30 October 2020, Gloster acquired 100% of Macrogate IP Systems Kft., on 3 May 2021, Gloster Group announced the acquisition of Kingsol Informatikai Zrt. and on 19 October 2021, Gloster Group announced the acquisition of a majority stake in Minero IT Hungary Kft.
Capital increase coming to Gloster
At the same time as the signature, the owner of Lanoga Ltd. (hereinafter referred to as the "Investor") made a preliminary commitment statement, on the basis of which the Board of Directors of Gloster has today decided on a conditional increase of the share capital of the Company by issuing new shares with a cash contribution. The Investor has made its preliminary commitment conditional upon the new company joining the Gloster Group fulfilling the conditions of the Agreement relating to the payment of the first instalment of the purchase price. As a result of the share capital increase, 63,622 new shares will be issued and admitted to trading on the Xtend market of BSE.
The public share continues to grow
As consideration for the cash contribution in the capital increase, the Company will issue 63,622 new dematerialised registered ordinary shares of GLOSTER (ISIN: HU0000189600) of the same series as its existing ordinary shares, with a nominal value of HUF 67,375,698.00, i.e. HUF 60,7 million, three hundred seventy five thousand, six hundred ninety eight forints per share, based on the final commitment statements. In determining the share price, the Company has based its calculation on the 180-day turnover-weighted rounded average share price (1059 HUF/share) on the date of signing the agreement to purchase Lanoga Ltd.
By today's decision of the Board of Directors, based on the authorization given by the General Meeting of Shareholders in its resolution 10/2021 (15.11.2011), the share capital (subscribed capital) of the Company was increased by 178.809. 320,- HUF (i.e. one hundred and seventy-eight million eight hundred and nine thousand three hundred and twenty forints) to a maximum of 179,445,540,- HUF (i.e. a maximum of one hundred and seventy-nine million four hundred and forty-five thousand five hundred and forty forints), i.e. a maximum of 636. 220,- HUF (i.e. six hundred thirty six thousand two hundred twenty forints), subject to the outcome of the capital increase procedure, with effect from the successful completion of the capital increase procedure, which will be finalised by a further decision of the Board of Directors following the submission of the final commitment letter by the Investor.
The subscription price of the shares shall not exceed HUF 67,375,698.00 (i.e. sixty-seven million three hundred seventy-five thousand six hundred ninety-eight forints), of which the excess of the amount over the share capital shall be paid into the capital reserve. By today's resolution, the Board of Directors has excluded the preferential rights of the Company's non-investor shareholders to subscribe for and receive new shares, given that the capital increase will be made on the basis of the sale and purchase agreement concluded by the Company for the acquisition of Lanoga Ltd.
The Placing was made by way of a public offer of securities pursuant to Article 2(d) of Regulation (EU) No. 2017/1129 of the EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 June 2017 (the "Prospectus Regulation"), which was exempt from the obligation to draw up and publish a prospectus, as the offer was made to fewer than 150 retail investors who are not qualified investors pursuant to Article 1(4)(b) of the Prospectus Regulation.
The registration of the capital increase and the creation of new shares before the Court of Registration and before KELER will be commenced after the closing of the subscription and the Company will shares on the BSE Xtend market.
We would like to draw the attention of the Dear Shareholders to that as a result of the capital increases, the rights to exercise the extent of the voting rights attached to the shares will change, which in accordance with the provisions of the Capital Market Act CXX of 2001. may give rise to a notification obligation for shareholders.
Nagytarcsa, 13 December 2022.
Gloster Infocommunication Plc. Board of Directors
Further information:
Dr Eszter Bassola
Investor Relations Officer
