Juroszek foundations to gain majority in Gentoo Media

Two foundations linked to the Juroszek family will hold a majority stake in Gentoo Media through a 50 million euro capital increase. The purpose of the increase is to refinance the debt of the subsidiary group. The company's official statement says the increase has been completed, but the share information page shows the new shares are pending issuance in December.

According to a statement issued on 2 November, MJ Foundation Fundacja Rodzinna and Fundacja Zbigniewa Juroszka subscribed for all 91,928,663 new Class Z shares. The two foundations, linked to board members Mateusz and Tomasz Juroszek, each took 45,964,331 shares. The approximately 26.79% share and voting interest the foundations previously held is expected to rise to about 56.49% after the increase, according to the company's calculations. Betplay Capital, which is related to the family, holds a further 6,443,026 shares.

The price per share was set at 0.5439 euros (6.1633 SEK). The price is based on the 12-month volume-weighted average calculated as of 30 September and, according to management, includes a premium of roughly 58% over the closing price on that day. Shareholders who did not take part in the increase will see their holdings diluted by approximately 40.6% once the new shares are included.

The increase is part of a 50 million euro secured credit package. Proceeds will be used to repay approximately 91.5 million euros of bonds maturing on 18 December 2026. In addition, an unsecured loan of about 2 million euros and a secured loan of 6.5 million euros will be repaid. Eligible institutional shareholders in the EU, EEA and United Kingdom were offered the opportunity to participate, but only the two foundations made commitments. The board considered that a broad rights issue could not be carried out within the current timeframe due to US securities rules, shareholder identification and transfer restrictions. Board members linked to the foundations did not take part in the discussion or decision on this share-based transaction.

The new Class Z shares are not listed for trading and carry the same voting and dividend rights as ordinary shares. The shares cannot be transferred for 12 months. At the end of that period, holders may request conversion into ordinary shares, subject to applicable securities conditions.