BITTNET SYSTEMS S.A. (referred to as the “Company” / “Issuer” / “Group”) informs the investors that the last tranche (in the amount of RON 3 million) of the loan agreement granted by the Issuer, in December 2024, to Impetum Investments (the debtor) – loan in the amount of RON 5.15 million which aimed to acquire tranche 3 of FORT SA – was paid by the debtor, at its choice, through an alternative means of payment, by offsetting with the entire share capital issued by PNPL CLOUD INFRASTRUCTURE S.R.L. (a company established and operating in accordance with the Romanian laws, with headquarters in Bucharest, Sector 2, Gara Herăstrău Street no. 4, building A, floor 3, registered with the Bucharest Trade Register under no. J2025083122009, unique registration code 52796118) (referred to as the SPV/ special purpose vehicle), in turn holding Bittnet shares.
Thus, the last tranche worth 3 million RON was paid through the transfer to Bittnet Systems SA of the shares of the SPV created for this purpose by Impetum Investments and with a share capital contribution of 20 million BNET shares that Impetum held. In the following period, the Issuer will convene the General Meeting of Shareholders either:
- (i) to liquidate the SPV and to directly take possession of the 20 million BNET shares, in order to cancel them, or
- (ii) for the purpose of directly transferring these shares, between the parent/subsidiary companies, according to the regulations of the Central Depository Code
We recall that this claim over Impetum Investments resulted from the sale by the Issuer of the majority holding in FORT SA – a contract signed in October 2024 and whose closing and shares sale-purchase transactions occurred through capital market mechanisms, in December 2024.
For the last tranche of FORT shares, the two parties, the seller Bittnet and the buyer Impetum signed a loan agreement through which Bittnet transfer to Impetum the amount of 5.15 million RON in the form of a loan, for a period of 6 months and with an interest rate of 6%. On the loan maturity date, June 2025, Impetum informed Bittnet that it did not have the funds to repay the loan and thus the two parties agreed to stagger the payment of the loan in 6 installments, for a period of 5 months, as follows: installments of 500,000 RON each with payment due dates in July, August and October; the installment of 650,000 RON with payment due date in September – these installments were paid by Impetum in full on the agreed due dates according to the installments, by bank transfer; While the difference of 3,000,000 RON plus the accrued interest (for the period July-November 2025 and increased to 10%) was due on 15.11.2025.
For the last tranche (3 million RON), Impetum Investments chose as an alternative payment method, according to the additional act signed between the parties, its payment by offsetting the receivables, by transferring the 20 million BNET shares contributed to the aforementioned SPV, informing the Issuer in this regard that it will pay off the debt in this way and not by bank transfer.