Conclusion of an annex to the shareholders agreement/Purchase of shares in Nocowanie.pl sp.z o.o.
Current report no. 16/2020 of May 28, 2020
Legal basis: Article 17 sec. 1 MAR
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Company" or "WPH") hereby informs that on May 28, 2020 Wirtualna Polska Media S.A. with its registered office in Warsaw ("WPM") - a subsidiary of WPH - concluded with Mr. Kamil Ruciński ("KR") and Nocowanie.pl Sp. z o.o. with its registered office in Lublin ("Nocowanie.pl") agreement ("Annex") to the Shareholders'Agreement of 7 June 2016 (as amended) ("SHA") regulating the rights and obligations of the shareholders of Nocowanie.pl.
Pursuant to the Annex, the parties to the SHA changed the conditions for exercising the call/sell option of the minority stake of shares in Nocowanie.pl, which prior to the change, stipulated the purchase of half of the minority shares belonging to the KR after the end of the financial year 2019 and other minority shares belonging to the KR after the end of the financial year 2020. Amended SHA provides for the right to exercise call/sell options for minority shares belonging to KR under the following conditions:
a) after the end of the financial year 2019 in relation to 10% of shares in Nocowanie.pl entitling to exercise 10% of votes at the shareholders' meeting ("Option 2019");
b) after the end of the financial year 2020 in relation to 7.5% of shares in Nocowanie.pl entitling to exercise 7.5% of votes at the shareholders' meeting ("Option 2020");
c) after the end of the financial year 2021 in relation to approximately 7.5% of shares in Nocowanie.pl entitling to exercise approximately 7.5% of votes at the shareholders' meeting ("Option 2021").
At the same time, upon payment of the price, WPM will acquire, under Option 2019, a total of 4,012 (in words: four thousand twelve) shares with a nominal value of PLN 50.00 (in words: fifty) each and a total nominal value of PLN 200,600.00 (in words: two hundred thousand six hundred) in the share capital of Nocowanie.pl ("Shares") constituting 10% of the share capital of Nocowanie.pl and entitling to exercise 10% of votes at the general meeting of Nocowanie.pl ("Transaction").
The sale price for all acquired Shares under the Transaction is PLN 13,466,776.
Prior to the Transaction, WPM owned a controlling stake of approximately 75% of shares in Nocowanie.pl. As a result of the Transaction, WPM will own a total of approximately 85% of the shares in Nocowanie.pl entitling to exercise approximately 85% of the votes at the Nocowanie.pl shareholders' meeting.
The value of the liability due to the modified option for the remaining approximately 15% shares in Nocowanie.pl will be subject to estimation by the Management Board of WPH, whereas the initial estimate of its discounted value after the exercise of Option 2019 is approximately PLN 21 million. The total difference in the discounted valuation of Option 2019, Option 2020 and Option 2021 in the amount of approximately PLN 4 million will be recognized in the Group's result as additional income from revaluation of the obligation to buy non-controlling shares in the second quarter of 2020.
The acquisition of Shares will be financed with funds from the Capex Loan tranche under the loan agreement of February 25, 2020, of which the Company informed in current report 8/2020 of February 25, 2020.
Article 17 para. 1 Regulation of the European Parliament and of the Council No. 596/2014 of 16 April 2014 on 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 persons representing the company:
Jacek Świderski - President of the Management Board,
Elżbieta Bujniewicz - Belka - Member of the Management Board