On July 22, 2021, the Central Depository has debited to the shareholders’ accounts as of the record date 21.07.2021 a total of 148,336,965 free shares issued pursuant to the Decision of the Board of Directors of 06.07.2021 and the EGMS Resolution no. 2/27.04.2021. The Board of Directors then decided according to the mandate given by Resolution no. 2 to maintain the allocation rate of 6 free shares for every 10 shares held, which have been allocated in the shareholder portfolios since the record date, in proportion to the holdings.
Bittnet a pus la dispozitia investitorilor o solutie de optare electronica in vederea implementarii Hotararii AGEA nr. 3/29.04.2020, astfel incat actionarii de la data de inregistrare au putut alege intre distributia cash sau sa primeasca o actiune gratuita la 10 conform Hotararii AGEA nr. 3 din 27 Aprilie 2021 si conform procedurii suplimentare de optare pentru implementarea acesteia.
Bittnet provided investors with an electronic option solution for the implementation of the EGMS Resolution no. 3/29.04.2020, so that shareholders as of the record date could choose between cash distribution or receiving one free share for every 10 as per EGMS Resolution no. 3 of 27 April 2021 and as per the additional option procedure for its implementation.
During the option period, 26 July – 03 August 2021, 17:00, the Issuer received a total of 325 options from 325 shareholders representing a total of 167,393,769 voting rights, i.e. 67.70% of the total voting rights of the Issuer. Of the options cast, 210 shareholders representing 162,611,497 voting rights, i.e. 65.77% of the total voting rights opted for OPTION 1 – i.e. for cash distribution. The Company transferred to these shareholders the amount of RON 1,626,109.60 starting from August 4, 2021, through the Central Depository system, with Banca Transilvania as paying agent.
Shareholders who voted “against” or “abstention’, as well as those who did not take any action did not benefit from the cash distribution, were allocated their shares in Section 1 of the Central Depository.
Actionarilor care au votat ‘impotriva’ sau ‘abtinere’, precum si cei care nu au intreprins niciun demers nu au beneficiat de distributia in cash, le-au fost alocate actiunile in Sectiunea 1 a Depozitarului Central.
On August 8, 2021, the Company signed the agreement to acquire a majority stake in ITPREPARED SRL. The transaction price amounted to USD 673,200 for 50.2% of the company’s share capital.
ITPrepared is a managed services company that provides IT support services for Romanian and foreign customers, on technologies similar to those covered by Dendrio Solutions (a company 100% held by Bittnet), respectively on the solutions of major technology vendors such as Cisco, Microsoft and VMWare. ITPrepared has also developed internally a platform – currently at beta level – for IT support marketplace type on which the services delivered by Dendrio Solutions will be listed in the future.
On August 10, 2021, the Company signed the agreement for the acquisition of majority stakes in software developer Nenos Software SRL and Nonlinear SRL.
The value of the transaction amounted to RON 4,850,000 for 60.97% of Nenos Software and for the acquisition of 60% of Nonlinear SRL, the transaction price is RON 120 and is equal to the nominal value of the shares transferred.
By acquiring the majority stakes in Nenos Software SRL and Nonlinear SRL, Bittnet consolidates its position in the software development division, while also entering the artificial intelligence sector.
Nenos Software has over 7 years of experience in software development, and the company offers customers a wide range of solutions developed using human and artificial intelligence. In both acquired companies, the remaining stakes will be held by the founder, Mr. Toader Toporau. These companies will strengthen the software development pole of the Bittnet Group, which was established in December 2020 through the acquisition of a 25% stake in Softbinator Technologies SA.
On August 20, 2021, the Company announced the signing of share purchase agreements for the acquisition of a majority stake in the cyber security company – ISEC Associates SRL and the full acquisition of the IT training company – Computer Learning Center SRL.
Through the full acquisition of CLC, Bittnet Group strengthens its Education division and expands its certification portfolio, especially in the cyber security sector.
On September 7, 2021, the Company held the Extraordinary General Meeting of Shareholders, at the address Gara Herastrau Street Nr. 2, Impact Hub Bucharest Floreasca, Equilibrium Building, Floor 1 & 2, Bucharest 020334, as well as in electronic format, first call. Following the debates, the Company’s shareholders adopted, among others, the following decisions regarding the items on the agenda:
- Purchase of a number of registered shares representing 20% of the share capital of Datascript SRO A.S, a company registered in the Czech Republic with its registered office in Prague. The transaction price is EUR 275,000 and will be paid in the form of BNET shares that will be settled in a future operation to increase the share capital.
- Granting loans or guarantees for accessing loans from Bittnet Group companies, amounting to a maximum of EUR 500,000 in the next 2 calendar years after the completion of the investment, to the company Datascript SRO.
- Ratification of the investment agreement regarding the purchase of a number of registered shares representing 100% of the share capital of COMPUTER LEARNING CENTER SRL. The transaction price is RON 225,000 and will be paid in cash.
- Approval of the granting of loans or guarantees for accessing loans from the companies from the Bittnet Group, amounting to a maximum of EUR 420,000 in the next 2 calendar years after the completion of the investment, to the COMPUTER LEARNING CENTER SRL company.
- Ratification of the investment agreement regarding the purchase of a number of registered shares representing 69.99200% of the share capital of ISEC Associates S.R.L. The transaction price is RON 295,000 (two hundred and ninety-five thousand RON) and will be paid in cash.
- Granting loans or guarantees for accessing loans from Bittnet Group companies, amounting to a maximum of EUR 241,000 in the next 2 calendar years after the completion of the investment, to the company ISEC Associates S.R.L.
- Ratification of the investment agreement regarding the purchase of a number of registered shares representing 60.97% of the share capital of NENOS SOFTWARE SRL. The transaction price is RON 4,850,000 and will be paid 50% in cash and 50% in BNET shares that will be settled in a future share capital increase operation.
- Ratification of the investment agreement regarding the purchase of a number of registered shares representing 60% of the share capital of NONLINEAR SRL.
- Purchase of a number of registered shares representing 90% of the share capital of TOP TECH SRL. The transaction price is RON 11,500,000 and the amount of RON 7,500,000 and the amount of 4,000,000 lei will be paid in two cash installments, which will be paid in the form of BNET shares, settled in a future operation to increase share capital.
- Ratification of the investment made by the Company in the share capital of the company ARCTIC STREAM S.A.
On September 27, 2021, the Company informed investors of reaching an agreement with lenders Computer Learning Center (“CLC”) and ISEC Associates (“ISEC”) to restructure the debts of the two companies that recently joined Bittnet Group.
Under the two payment agreements, CLC and ISEC have committed to immediately pay 35% of the total amounts owed in exchange for the debt settlement, thereby strengthening their financial position. In this regard, Bittnet granted a loan of RON 560,000 to CLC and of RON 370,000 to ISEC, with which funds were transferred to CLC and ISEC creditors, according to the agreements.
The loans granted by Bittnet were signed under the same conditions as those granted in the past to Dendrio Solutions, interest rate 9% per annum and maturity in 3 years and are granted according to EGMS Resolutions no. 5 and no. 7 of 07.09.2021.
On September 28, 2021, the Company informed interested parties that prior to the completion of the private placement of Softbinator Technologies SA (symbol: CODE) and in order to give an opportunity to the members of the Group team to be part of the CODE shareholding as a listed company, the main shareholders (Daniel Ilinca, Simple Capital, and Bittnet) sold a total number of 59,530 CODE shares to a number of 35 individuals (employees and collaborators of the Group) and 3 legal entities, including 2 investment vehicles from Impetum Group and Autonom Group. The transfer of the shares was made at the maximum placement price and outside the capital market mechanisms and represents 5.95% of the share capital and shares of Softbinator Technologies.
Following these transactions, Bittnet holds a total of 188,980 CODE shares representing 18.8980% of Softbinator Technologies SA.
On October 1, 2021, the Company informed investors and interested parties about the signing of the sale and purchase agreement, on September 30, 2021, regarding the transfer of the Autodesk business between Dendrio Solutions SRL and GRAPHEIN INTERNATIONAL SRL.
The contract price is of EUR 450.000 and will be received by Dendrio Solutions in 4 instalments until 2024. The contract provides for the transfer to the buyer (Graphein International) of Dendrio’s business activity based on the relationship with the American technology vendor Autodesk, meaning the transfer of ongoing contracts with customers, the transfer of knowledge, as well as Gold Partner status.
The funds raised from this transaction will be reinvested in the development of strategic cloud and cybersecurity business lines and in potential future M&A transactions in these areas.
Bittnet Systems SA holds 100% of the shares of Dendrio Solutions SRL.