Conclusion of a transaction regarding purchase of shares and subscription warrants in Audioteka SA
Current Report No. 12/2023 dated June 2, 2023
Conclusion of a transaction regarding purchase of shares and subscription warrants in Audioteka SA
Legal basis: Article 17 sec. 1 of MAR.
Content of the report:
Management Board of Wirtualna Polska Holding S.A. ("Issuer" or "WPH") informs that it has received the message on the conclusion on June 2, 2023 of a conditional purchase transaction by Wirtualna Polska Media S.A. (hereinafter referred to as "WPM") and Stacja Służew Sp. z o. o. with its registered office in Warsaw (hereinafter referred to as "Stacja Służew") - the Issuer's subsidiaries - shares and subscription warrants of Audioteka Spółka Akcyjna with its registered office in Warsaw ("Audioteka"), ("Transaction").
Prior to the conclusion of the Transaction, as a result of the acquisition, which the Issuer informed about in Current Report No. 17/2022 of September 29, 2022, Stacja Służew held shares constituting a total of approx. 59.5% of the share capital of Audioteka and representing approx. 59.5% of the total votes at the General Meeting of Audioteka and subscription warrants entitling to conversion into Audioteka shares, which, together with the shares held, constitute approx. 61% of the share capital of Audioteka.
As part of the Transaction, WPM and Stacja Służew performed the following actions:
1) WPM concluded a preliminary conditional agreement for the purchase of 850,001 shares in Audioteka with two natural persons and KMB Fundacja Rodzinna w Warszawie for the total price of PLN 72.25 million;
2) WPM concluded a conditional purchase agreement for 8,156 shares in Audioteka from one natural person for the total price of PLN 0.69 million;
3) Stacja Służew concluded conditional purchase agreements from two natural persons for 20,003 subscription warrants issued by Audioteka, entitling to their conversion into 20,003 Audioteka shares, for the total price of PLN 1.71 million;
4) WPM and Stacja Służew have concluded a conditional agreement on mutual release and waiver of claims between, among others, Audioteka shareholders ("Waiver Agreement"), under which the parties to the Waiver Agreement will waive all claims that exist or may exist in connection with with Audioteka, relations between Audioteka's shareholders or their affiliates.
The entry into force of the above agreements is subject to the conditions precedent stipulated therein, in particular in the form of a decision on consent to the concentration by the President of the Office of Competition and Consumer Protection. The Issuer will inform about the fulfillment of the conditions precedent in a separate report.
As a result of the Transaction, after fulfillment of the conditions precedent, payment and transfer of rights to shares and subscription warrants, the Issuer, through subsidiaries, will hold, together with the shares acquired earlier, shares constituting a total of approx. 99.9% of Audioteka's share capital and representing approx. 99.9% of the total number of votes at the General Meeting of Audioteka. After the conversion into shares of the subscription warrants that the Issuer's subsidiaries acquired before and after the Transaction, the share of the Issuer's subsidiaries in the share capital of Audioteka will not change and will amount to approximately 99.9% of the share capital of Audioteka.
Immediately after the completion of the Transaction, the Issuer plans to take actions aimed at achieving 100% share in the share capital of Audioteka.
The total value of the Transaction is PLN 74.64 million and will be financed with funds from the Capex Loan tranche under the loan agreement of February 25, 2020, about which the Issuer informed in the current report 8/2020 of February 25, 2020. The implied price per share acquired under the Transaction is at the same level as for the previous acquisition, about which the Issuer informed in the current report No. 17/2022 of September 29, 2022.
The other terms and conditions of the Transaction do not differ from those customarily accepted for this type of agreement.
Legal basis: Art. Article 17 1 and 4 of European Parliament and Council Regulation No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC
Signatures of the representatives of the Company:
Jacek Świderski – President of the Management Board/CEO,
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO