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Brera Holdings PLC Acquires Juve Stabia: Strategic Football Investment Report

$BREA
Form 6-K
Filed on: 2025-01-07
Source
Brera Holdings PLC Acquires Juve Stabia: Strategic Football Investment Report

Here are the key insights extracted from the financial report of Brera Holdings PLC, as detailed in the Form 6-K:

  1. Company Overview:
  • Brera Holdings PLC is a public limited company incorporated in Ireland.
  1. Transaction Details:
  • On December 31, 2024, Brera Holdings entered into a sale and purchase and investment agreement with XX Settembre Holding S.r.l. for the acquisition of the Italian Serie B football club, Juve Stabia.
  • The acquisition is structured over three closings:
    • First Closing: December 31, 2024
    • Second Closing: January 31, 2025
    • Third Closing: March 31, 2025
  • Post-acquisition, Brera Holdings will hold 51.73% of Juve Stabia's share capital.
  1. Purchase Price:
  • The total consideration for the acquisition is €3,000,000, paid in three installments of €1,000,000 each at the closings.
  • The payment will be a combination of cash and Class B Ordinary Shares, with the exchange rate set at $1.04 per €1.00.
  • At the First Closing, shares were issued at a price of $0.65.
  1. Share Capital Increase:
  • Brera Holdings will increase Juve Stabia’s share capital by €1,500,000 at each closing.
  • The specifics of the payments include a mix of cash and shares at each closing, with share prices determined by the volume-weighted average price (VWAP) preceding each closing.
  1. Bonuses:
  • Additional performance-related bonuses are included in the agreement:
    • €500,000 in Class B Ordinary Shares if Juve Stabia accesses the promotion playoffs to Serie A in the 2024-25 season.
    • €5,000,000 in Class B Ordinary Shares if the club is promoted to Serie A by the end of the 2024-25 season.
  1. Covenants and Compliance:
  • The agreement includes customary covenants such as due diligence, confidentiality, and representations and warranties from both parties.
  1. Exhibits and Additional Information:
  • The Agreement is filed as Exhibit 1.1 in the report, and a press release regarding the transaction is included as Exhibit 99.1.
  1. Reporting and Compliance:
  • The report is filed under Rule 13a-16 or 15d-16 of the SEC Securities Exchange Act of 1934, and the registrant indicated it files annual reports under Form 20-F.

This transaction indicates Brera Holdings PLC's strategic move to expand its portfolio in sports, specifically football, by acquiring a significant stake in an Italian club, which could potentially enhance its market presence and financial performance if the club performs well in its league.