Group 107 Ltd (TASE:G107) entered into an agreement to acquire 51% stake in Geschisot Hel Ltd from Eliezer Ronkin for ILS 1.6 million on June 3, 2024. Group 107 will purchase from the seller 510 ordinary shares of ILS 1 each, which constitute 51% of the issued and paid-up share capital of Geschisov. In addition, The seller undertook to continue to serve as CEO of Geschisut, full-time, during a period of 36 months from the date of completion of the transaction, - the company will allocate to the seller a total of 999,181 of its ordinary shares without par value each, at a price of 30 EG per share, which after their allocation will constitute 4.99% of the issued and paid-up share capital of the company as of the date of signing the agreement, the consideration in shares reflects a total value of approximately ILS 0.3 million.

Cash consideration of the company will pay the seller a total of ILS 1.25 million NIS in 8 (unequal) monthly payments, with the first payment to be paid within 30 days from the date of completion. It was also agreed that all payments starting from the fourth payment (inclusive) will be paid together with linkage differences to the consumer price index. The cash consideration will be paid from the company's independent sources as well as through raising capital and/or debt, all at the company's discretion at the relevant time, and in accordance with the market conditions as they may be and the company's needs.

The allocation of the shares allocated above is subject to the approval of the stock exchange, its regulations, instructions and requirements, and that the allocated shares will be subject to the blocking arrangements according to the Securities Law as a condition for their issuance. Completion of the transaction is conditional on the fulfillment of the conditions set forth in the agreement, including, among others, the correctness of the parties' representations, the statements and commitments given by the parties, the approval of the authorized bodies of the parties to the transaction, confirmation of the absence of legal proceedings, approvals of third parties; The absence of a material change for the worse in the state of accessibility (as this term is defined in the purchase agreement) as well as the approval of the stock exchange for the trading registration of the shares assigned. The completion of the transaction is at the time when all the conditions required for the agreement have been completed and no later than June 30, 2024, unless the aforementioned date has been extended by the company.

As part of the agreement, the seller granted the company an option to purchase all the remaining shares of the company that will be held by him, which constitute 49% of the issued and paid-up share capital of the company.