Derogation Takeover Law: GFJ ESG Acquisition I SE (renamed learnd SE) – ISIN: LU2358378979

In the context of the business combination between GFJ ESG Acquisition I SE (“GFJ SPAC”) and learnd Limited (“Learnd Ltd”), the CSSF granted, on 23 February 2023, pursuant to Article 4 (5) of the Law of 19 May 2006 on takeover bids (“Takeover Law“), a derogation regarding the requirement of Article 5 (1) of the Takeover Law to launch a takeover bid for the shares of GFJ SPAC. This derogation was granted to the persons listed here below as persons who were acting in concert in the context of the business combination and acquired temporarily the control of GFJ SPAC as a result of their subscription of newly issued shares as at 18 January 2023 in the context of the consummation of the business combination between GFJ SPAC and Learnd Ltd.

Taking into account the transparency in relation to the business combination transaction between GFJ SPAC and Learnd Ltd and the related undertakings, the possibility for the GFJ SPAC shareholders to make an informed decision as regards the business combination, in particular in the context of the extraordinary general meeting of shareholders of GFJ SPAC to which the business combination was submitted for approval, the possibility of an unlimited exit for the shareholders, and the temporary nature of the acting in concert between the parties identified here below, the CSSF considers that the interests of the minority shareholders of GFJ SPAC were sufficiently protected without the application of the provisions of Article 5 (1) of the Takeover Law.

Persons to whom the derogation was granted:

1. GFJ Holding GmbH & Co. KG
2. learnd Invest GmbH
3. AFT Tech Ventures AG
4. Josef Brunner
5. John Clifford
6. Simon Wood
7. AFT Tech Ventures SwissCommerce GmbH
8. Chepstow Capital GmbH
9. Gisbert Rühl

Luxembourg, 23 February 2023