BriQ Properties REIC, informed the investment community that following the completion of the first stage of the transaction as it was announced at February 23, 2023, an amending agreement was signed on May 17, 2024 to the agreement dated February 23, 2024 between a) the company under the name "BriQ Properties R.E.I.C." ("BriQ"), b) the Cypriot company under the name "Ajolico Trading Limited" (hereinafter "Ajolico"), main shareholder of Intercontinental International REIC ("ICI") with a percentage of approximately 78,78% and c) ICI, with the object of amending certain terms thereof, as follows:
(A) BriQ and ICI will proceed, in accordance with the recommendations of their Boards of Directors and the decisions of their General Meetings, to distribute a dividend from the profits of the fiscal year 2023,
(B) ICI will distribute a dividend from profits of past financial years amounting to eighteen million six hundred forty-two thousand four hundred forty-nine euros and eight cents (€18.642.449,08), as part of the distribution to its shareholders of the proceeds from the sale price of the properties to BriQ following the repayment of the common bond loan issued by ICI on 9 May 2012,
(C) Ajolico will sale to BriQ, two million eight hundred thirty-six thousand nine hundred fortynine (2.836.949) shares issued by ICI, corresponding to approximately 27,02% of the company's share capital, for an amount of nine million three hundred fifty-one thousand eighty-one euros (EUR 9.351.081,00),
D) The parties will proceed to a merger by absorption of ICI by BriQ, at an exchange ratio which will be determined on the basis of the ratio of the net positions of the merging companies, as derived from their audited half-yearly financial statements with reference date 30 June 2024.
The number of ordinary shares held by BriQ shareholders in the merger will remain unchanged.
The exchange ratio will be finalized in accordance with the terms of the amending contract and
will be subject to confirmation of its fairness and reasonableness by the statutory auditors who
will be appointed as provided by the applicable legislation.
