Completion of review of strategic options
Further to current report 40/2022, the Board of Directors of Huuuge,Inc. (the "Issuer" or "Company") hereby announces that on February 15,2023, it decided to conclude the previously announced review ofstrategic options for the future of the Company (the "Review").
During the Review, the Special Committee of the Board (the "SpecialCommittee"), with the assistance of independent financial advisers,evaluated alternative courses of action to maximize value for theIssuer's shareholders and engaged with various third parties that hadexpressed an interest in the Company.
After considering the alternatives presented by the Special Committee,the Board concluded that continued focus on the Company's currentstrategy, operations and roadmap is in the best interest of the Companyand stockholders. The Issuer will therefore continue to focus ondelivering long-term growth and maximizing value for stockholders, as acompany listed on the Warsaw Stock Exchange.
Cash Distribution and Share Buy-back
Having considered the Company's financial position, revenues andprofits, the Company's operational roadmap, and the current and foreseenmarket conditions, the Board has concluded that a portion of theCompany's cash reserves should be distributed to its stockholders whileleaving adequate cash reserves for the Company's ongoing and anticipatedoperational needs and to support publishing projects and future growthplans. Therefore, the Issuer's Board has resolved, to allocate a maximumamount of USD 150 million from the Company's reserves for the purpose ofpurchasing the Company's common shares listed for trade on the WarsawStock Exchange (the "SBB"), subject to the Board's discretion toincrease or decrease the aforementioned amount.
The Issuer plans to conduct the SBB by way of a time-limited invitationto sell (the "ITS"), open to all stockholders of the Company, at apre-determined and fixed price per share (the "Price"), to be determinedby the Board when adopting the final particulars of the SBB.
The Issuer shall seek to complete the SBB during Q1 2023, subject to theBoard's full discretion to postpone or cancel the SBB based on marketconditions and the Company's circumstances. To that end, the Issuershall announce the full details of the
SBB to the stockholders in a manner that shall provide adequate advancenotice to stockholders.
The SBB will be conducted in accordance with applicable laws andregulations and the Issuer shall publish all such reports required underapplicable laws and regulations. During the period in which the SBB isoutstanding, the Company will not sell its own shares other than as aresult of the exercise of options under its ESOP.
This Current Report does not constitute an invitation to sell or abinding undertaking by the Issuer to conduct all or part of the SBB.
Legal basis: Article 17 (1) of the MAR.