Special announcement - Gloster acquires healthcare software development company

SPECIAL ANNOUNCEMENT
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Gloster Infocommunications Public Limited Company (company registration number: 13-10-042012; registered office: 2142 Nagytarcsa, Csonka János Street 1/A, Building A/2; hereinafter: the Company, Gloster) hereby informs its esteemed investors of the following in accordance with the Xtend General Terms and Conditions of the Budapest Stock Exchange and applicable laws.

Gloster Acquired a Healthcare Software Development Company

With this transaction, the Gloster Group is increasing its market share in the digital private healthcare sector with a product it developed in-house, while also opening its development center in Pécs.

On December 13, 2022, the owner of Lanoga Kft. in Pécs and Gloster Infokommunikációs Nyrt. signed an agreement on the transfer of business shares, under which Gloster acquired a majority (60%) stake in the software company, which has proprietary software designed to support outpatient and occupational health care.

Lanoga Kft. was founded in 2009 with the goal of meeting the needs of domestic economic actors through innovative, in-house developed software. Its most successful product, the Medici healthcare enterprise management system, is used by leading domestic service providers. With the help of this solution, Lanoga Kft.’s clients provide occupational health care services to approximately 12,000 people annually. The transaction aligns closely with Gloster’s 2025 strategy (page 25), in which the Company outlined its plan to acquire companies operating in university towns that are successful not only with their own products but also in nearshore outsourcing.

The goal of the acquisition is to enable Lanoga Kft. to continue growing in the domestic and European private healthcare IT markets by building on its existing successful product, and, by leveraging Lanoga Kft.’s local operations— in line with the Group’s 2025 strategy —to enable Gloster to open its nearshoring development center in Pécs. Following the closing of the agreement, Lanoga Kft. will continue its operations under the name Gloster-Lanoga Kft. Its managing director will remain Norbert Fischer, who will also serve as the head of the Company’s development center in Pécs and assume the role of Innovation Director for the Group. Norbert Fischer, who speaks English fluently, is an adjunct associate professor and a volunteer lecturer at the University of Pécs. With his experience in numerous domestic and international innovation research projects, he will further strengthen the group’s internationally recognized high professional standards.

A new development center is opening in Pécs in line with the 2025 strategy

According to plans, the Pécs development center will expand by 50 developers over the next three years, thereby becoming a major player in the local IT industry. Employees at the development center will participate in the development of top-quality software for world-class Western European projects through Gloster GmbH in Manching, which was acquired on December 8, 2022. Gloster GmbH is the , a German subsidiary and winner of the “Audi Innovation Award,” as well as its Western European sales office. Most recently, it was awarded a contract worth approximately 700,000 EUR for a project to modernize the German Audi Group’s production-related reporting system, which the Company announced on June 7, 2022.

“With this transaction, a truly high-caliber, professional development team from Pécs has joined our group. Their acquisition represents real value for our shareholders, and this move is fully in line with our announced strategy. This is a new chapter in our stock market story and another step toward global success!” said Viktor Szekeres, the company’s chairman.

Nine acquisitions in three years

The acquisition of Lanoga Kft. is the Company’s ninth acquisition. On January 10, 2019, the Company acquired a 51% stake in Euroway Networking Kft., and on December 13, 2019, it acquired 100% of TMSI Kft. On January 1, 2020, Cableline Technologies Kft. became a subsidiary of Gloster, and on June 9, 2020, Gloster acquired a 49% stake in Euroway Networking Kft. Subsequently, on October 30, 2020, Gloster acquired 100% of Macrogate IP Systems Kft., and on May 3, 2021, it acquired Kingsol Informatikai Zrt., On October 19, 2021, the Gloster Group announced the acquisition of a majority stake in Minero IT Hungary Kft. On May 26, 2022, the Company announced the acquisition of FF Next Technologies Kft., and on December 8, 2022, it announced its first foreign acquisition, the purchase of G-Plus Consulting GmbH.

Gloster Is Set to Raise Capital

At the time of signing, the owner of Lanoga Kft. (hereinafter: the Investor) issued a preliminary letter of commitment, on the basis of which the Board of Directors of Gloster decided today to conditionally increase the Company’s share capital through the issuance of new shares and a cash contribution. The Investor made its preliminary letter of commitment on the condition that the new company joining the Gloster Group fulfills the conditions set forth in the Agreement regarding the payment of the first installment of the purchase price. As a result of the capital increase, 63,622 new shares will be issued and listed on the BÉT Xtend market.

The public share continues to grow

As part of the capital increase, in exchange for the cash contribution, the Company issued 63,622 new shares with a par value of 10 forints per share, totaling 67,375,698, that is, sixty-seven million three hundred seventy-five thousand six hundred ninety-eight forints, belonging to the same class as its current common shares, registered, dematerialized GLOSTER common shares (ISIN code: HU0000189600) based on the final binding commitment statements. In determining the share price, the Company used the 180-day volume-weighted, rounded average price of the share (1,059 HUF per share) valid on the date of signing the Agreement for the acquisition of Lanoga Kft.—that is, today—as the basis.

By today’s decision of the Board of Directors, pursuant to the authorization granted in General Meeting Resolution No. 10/2021 (Nov. 15), the Company’s share capital (registered capital) from 178,809,320 HUF (i.e., one hundred seventy-eight million eight hundred nine thousand three hundred twenty Hungarian forints) to a maximum of 179,445,540 HUF (i.e., up to one hundred seventy-nine million four hundred forty-five thousand five hundred forty forints), that is, by up to 636,220 HUF (i.e., six hundred thirty-six thousand two hundred twenty forints) conditionally—depending on the outcome of the capital increase procedure, effective upon the successful completion of the capital increase procedure—which the Board of Directors will finalize by means of a subsequent resolution following the Investor’s submission of the final letter of commitment.

The subscription price of the shares shall not exceed 67,375,698 HUF (i.e., sixty-seven million, three hundred seventy-five thousand, six hundred ninety-eight forints), of which the amount exceeding the subscribed capital shall be allocated to the capital reserve. By its resolution adopted today, the Board of Directors has excluded the preemptive rights of the Company’s shareholders other than the Investor to subscribe for and receive new shares, given that the capital increase is taking place pursuant to the purchase agreement entered into by the Company regarding the acquisition of Lanoga Kft.

The securities were offered to the public pursuant to REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of June 14, 2017 (“Prospectus Regulation”) Article 2(d), which was exempt from the obligation to draw up and publish a prospectus, as the offering was made to fewer than 150 who are not qualified investors.

The procedures before the Commercial Court and KELER related to the registration of the capital increase and the issuance of new shares will begin after the subscription period closes, and the Company will list the new shares on the BSE Xtend market.

We would like to draw the attention of our esteemed shareholders to the fact that, as a result of the capital increases, the voting rights attached to the shares will change, which, pursuant to Section 61 of Act CXX of 2001 on the Capital Market, may give rise to a reporting obligation on the part of shareholders.

Nagytarcsa, December 13, 2022

Board of Directors of Gloster Infocommunications Plc.

Further information:

Dr. Eszter Bassola

investor relations officer

bassola.eszter@gloster.hu