VCREDIT Holdings Limited (SEHK : 2003) entered into a sale and purchase agreement to acquire a 98.87% stake in Banco Português De Gestão, S.a from Fundação Oriente and S.T.D.P. - Sociedade Transnacional De Desenvolvimento De Participacoes S.G.P.S. S.A. for €35 million on May 5, 2023. The maximum consideration of consideration €35 million also includes €3 million cash for the subordinated debt and a maximum earnout payment of €7 million. The Sellers have an entitlement to the earn out rights: in the event BPG is profitable in the five (5) calendar years following completion and as a result is in a position to utilise deferred tax assets arising from tax losses carried forward by BPG on the completion date, VCREDIT shall pay the Sellers yearly and within thirty business days of having used or having been able to use the deferred tax assets an amount equal to 50% of such deferred tax assets and in the event BPG sells certain real estate owned by BPG at the completion date in the period of five (5) calendar years commencing from the completion date, the Sellers shall receive from VCREDIT an amount equal to 50% of, if any, the aggregate gain (being the amount the aggregate net proceeds of sale exceed the aggregate book value) arising from such sales of real estate.

The transaction is subject to the approval of the European Central Bank based on the opinion of the Bank of Portugal. Upon completion, BPG will become a non-wholly owned subsidiary of the VCREDIT. The BPG has loss after tax of €4.90 million and net asset value of €19.47 million for the year the financial year ended December 31, 2022.

Bárbara Godinho Correia, André Figueiredo and João Dias Lopes of João Dias Lopes acted as legal advisor to VCREDIT Holdings Limited.