Dominium SA entered into a non-binding letter of intent to acquire DP Poland plc (AIM:DPP) in a reverse merger transaction for €20.6 million on August 6, 2020. Under the terms of the transaction, DP Poland plc will acquire all of the entire issued share capital of Dominium SA. As on December 18, 2020, Dominium SA entered into a conditional agreement to acquire DP Poland plc in a reverse merger. The consideration for the acquisition is to be satisfied by the issue of 283.77 Consideration Shares at the Issue Price of 8 pence per share, credited as fully paid, and an unsecured Loan Note of €1.3 million to Malaccan Holdings Limited. In addition, outstanding debt of approximately €6.2 million, currently due from Dominium to Malaccan Holdings under certain existing Shareholder Loans, will be converted into a further unsecured Loan Note of €6.2 million that will be issued to Malaccan Holdings on the same terms and in substitution for that outstanding debt. In aggregate, therefore, €7.5 million Loan Notes will be issued by the Company and remain to Malaccan Holdings upon completion of the Acquisition. The Loan Notes are not convertible.

As a result of the acquisition, it is anticipated that Dominium's largest shareholder, Accession Mezzanine Capital III L.P., will acquire direct or indirect majority control of DP Poland plc's shares. With effect from Admission, all of the Existing Directors will resign from the Board other than Nicholas Donaldson and Robert Morrish and the Proposed Directors, being Piotr Dzierzek, Przemyslaw Glebocki and Jakub Chechelski, will be appointed. It is the Board's intention to appoint Malgorzata Potkanska, the current Chief Financial Officer of Dominium, as Chief Financial Officer of the Company shortly following Admission. The transaction is subject to competition authority approval, due diligence, the execution of a share purchase agreement, the publication of an admission document by the company and all necessary shareholder, target shareholders and regulatory approvals. The Acquisition is therefore also subject to the approval of the Whitewash Resolution by the Independent Shareholders. As of October 19, 2020, the transaction was approved by the Polish Competition Authority. The completion of the transaction is expected to happen shortly following General Meeting on January 8, 2021. The Acquisition is expected to be earnings accretive. Shaun Dobson and George Tzimas of Nplus1 Singer Advisory LLP acted as nominated advisers to DP Poland plc.