Asseco's CEO has call option on company shares, declares commitment to development (interview)

CEO Goral has a call option from TSS Europe for 705,503 shares in Asseco Poland. Chairman of the Asseco's supervisory board Jacek Duch also has a call option for the same number of shares in the company.

Adam Goral points out that exercising the call option emphasises his continued commitment to the development of Asseco.

"I have already purchased additional Asseco shares, stating clearly that I do not plan to sell them. Together with our new investor, we emphasise our partnership and our desire to maintain the strong Polish character of our company – listed on the Warsaw Stock Exchange, based in Rzeszow, managed by Polish managers and with the majority of the supervisory board represented by Poles," Asseco's CEO told PAP Biznes.

"That is why I have declared that we share the same values and, seeing the common goal of Asseco's development, I will increase my involvement in the company. I am glad that Jacek Duch, a shareholder and long-time chairman of the supervisory board of Asseco Poland, has also declared his support for the transaction and an increase in his shareholding in the company," he added.

The purchase option would be exercised at the price paid by the new investor on the transaction date, i.e. PLN 85 (EUR 19.98) per share. Currently, Asseco shares are trading higher on the stock exchange, at around PLN 215 (EUR 50.52), but, as CEO Goral pointed out, prior to the transaction with TSS, investors were not willing to pay the price expected by Asseco's management.

"The price should be viewed in retrospect, because we had been actively seeking investors for our share package for over a year, which we had been constantly communicating to the market. This price is higher than what potential investors were willing to pay in December 2024 for much smaller share packages," Goral said.

"The manager of one of the funds recently admitted in the media that he was close to a deal, but unfortunately he did not want to pay more than the price at which the shares were bought in 2023, for a relatively small block. Expecting a higher price, I declared that I would pay PLN 85 myself, so I am keeping my commitment," he added.

The CEO recalled that at the end of last year, analysts pointed to the potential large overhang (Treasury shares and shares held by listed TMT group Cyfrowy Polsat) as the greatest risk to maintaining Asseco's share price, and thus the market expected a transaction significantly below the purchase price as part of the treasury share buyback.

"Therefore, depending on how the situation developed, we also seriously considered the possibility of partially redeeming them," Goral told PAP Biznes.

In his opinion, the acquisition of a new investor eliminated the potential oversupply of shares, and the market appreciated this with a dynamic increase in the share price after the transaction was announced.

"Investors not only increased the value of their holdings but also improved the liquidity of our securities on the stock exchange," Asseco's CEO said.

Adam Goral recalled that for several months, Asseco's management board had been conducting very intensive activities and talks with a view to selling its own shareholding.

"The maximum price offered by potential investors did not exceed the cost of their purchase, and in addition, the interest covered only limited volumes of our shares, not to mention the potential supply of the block from Cyfrowy Polsat," he told PAP Biznes.

"The purpose of the purchase of our shares was to increase their liquidity and ultimately increase value for our shareholders, not to incur a loss on such a transaction. Our advisors assessed that conducting an ABB would only be feasible with a block limited to 10 percent of the shares and a significant discount, without a guarantee of obtaining a minimum price corresponding to the costs of their earlier purchase, not to mention the financial costs already incurred," he added.

On Wednesday, Asseco Poland sold 12,318,863 of its own shares to TSS Europe in connection with the fulfilment of the condition for the effectiveness of the share sale agreement, i.e. all required approvals from antitrust and regulatory authorities were obtained.

TSS acquired a block of shares representing 14.84 percent of Asseco Poland's share capital. Prior to this purchase, on January 31, 2025, TSS acquired 8,300,029 shares in Asseco Poland from Cyfrowy Polsat, representing 9.99 percent of the company's share capital. The transaction price was PLN 85 (EUR 19.98) per share. As a result, TSS Europe currently holds a total of 24.83 percent of the share capital.

With the completion of the sale of treasury shares by the company, the shareholders' agreement concluded in February 2025 between Adam Goral Family Foundation and TSS Europe B.V. came into force.

Asseco Poland will continue to operate as a public company listed on the Warsaw Stock Exchange, and Adam Goral will remain its CEO, heading the company's existing management board.

The main assumptions of the shareholders' agreement include ensuring ownership, operational and management stability; pursuing ambitious business and financial goals while maintaining the company's dividend-paying status; supporting the succession plan with the target transition of Adam Goral to the supervisory board and the takeover of the CEO position by Rafal Kozlowski, current deputy CEO of the management board, as well as the implementation of an incentive plan for key managers.

Total Specific Solutions (TSS) is an international IT group operating in the field of software solutions for vertical markets (VMS). The TSS business model is largely based on the strategy of Constellation Software, a company listed on the Toronto Stock Exchange (TSX) since 2006 and holding a controlling stake in Topicus.com, the parent company of TSS.

This strategy involves investing in niche software companies with a solid base of regular customers and a strong market position in the segments in which they operate.

pr/ ao/