Conclusion of a transaction regarding purchase of shares in Audioteka SA and disclosure of delayed confidential information
Current Report No. 17/2022 dated September 29, 2022
Conclusion of a transaction regarding purchase of shares in Audioteka SA and disclosure of delayed confidential information
Legal basis: Article 17 sec. 1 and 4 of MAR.
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Issuer" or "WPH") informs that it has received the notification on the finalization on September 29, 2022 of the purchase transaction by Stacja Służew Sp. z o.o. with its seat in Warsaw (hereinafter "Stacja Służew") - a subsidiary of the Issuer – of a block of shares of Audioteka Spółka Akcyjna with its seat in Warsaw at ul. Konstruktorska 12 ("Audioteka"), ("Shares"), as a part of the transaction that covers also acquisition of the subscription warrants in Audioteka ("Transaction").
Before the conclusion of the Transaction, Stacja Służew owned approx. 6.8% of the total number of shares in the share capital of Audioteka acquired in 2021.
As a result of the Transaction, as at the date of publication of the report, Stacja Służew owns, directly or indirectly, together with the previously acquired shares, shares representing approximately 59.5% of Audioteka's share capital and representing approximately 59.5% of the total number of votes at the General Meeting of Shareholders of Audioteka.
After the conversion into shares of subscription warrants referred to in point 3 below, Stacja Służew will hold shares representing in total approximately 61% of the share capital of Audioteka and representing approximately 61% of the total number of votes at the General Meeting of Shareholders of Audioteka. The total value of the Transaction is PLN 95.3 million.
As part of the Transaction, on the basis of the agreements concluded on September 28, 2022, Stacja Służew:
1) directly acquired 536,889 Audioteka Shares from GPV I Closed-End Investment Fund of Non-Public Assets ("GPV") for the total price of PLN 44.9 million, whereby the rights to these Shares were transferred to the Służew Station as a result of entering on September 29, 2022 changes in the Audioteka shareholder register;
2) made an indirect purchase of 578,193 Audioteka Shares through the purchase by Stacja Służew, for a total price of PLN 44 million, 100% shares in WEV Partners Limited with its registered office in Larnaca (Cyprus) ("WEV"), which is the owner of these Shares, whereby the WEV share sale agreement entered into force upon the fulfillment of the condition precedent in the form of entering the changes in the Audioteka share register referred to in point 1 above, and the transfer of rights to shares in WEV to Station Służew took place as a result of entering changes in the WEV share register on September 28, 2022;
3) concluded conditional agreements for the direct purchase, for a total price of PLN 6.5 million, of 77,991 subscription warrants issued by Audioteka, entitling the Służew Station, upon meeting certain conditions, to convert them into 77,991 Audioteka Shares, the entry into force of the contracts is subject to from the condition precedent stipulated therein, the fulfillment of which will be announced by the Company in a separate report.
Based on the Transaction, Audioteka's implied enterprise value is PLN 156.4 million, with adjusted net cash as at December 31, 2021 at PLN 21 million.
Content of the delayed confidential information:
The Management Board of the Company also informs that on September 28, 2022, it decided to delay the disclosure of confidential information regarding the signing of share and subscription warrants purchase agreements with the following content:
The Management Board of Wirtualna Polska Holding S.A. (The "Issuer" or "WPH") informs that it learned about the conclusion on September 28, 2022 of share and subscription warrants and agreements for the sale of shares and for indirect and direct purchase by Stacja Służew Sp. z o.o. with its seat in Warsaw (hereinafter "Stacja Służew") - a subsidiary of the Issuer - a block of shares and subscription warrants of Audioteka Spółka Akcyjna with its seat in Warsaw at ul. Konstruktorska 12 ("Audioteka", ("Shares"), ("Transaction").
Before the conclusion of the Transaction, Stacja Służew owned approx. 6.8% of the total number of shares in the share capital of Audioteka acquired in 2021. As a result of the Transaction, after an entry in the Audioteka share register and an entry in the WEV share register referred to in points 1 and 2 below, Stacja Służew will hold, together with the shares acquired earlier, shares representing approximately 59.5% of the share capital of Audioteka and representing approximately 59.5% of the total number of votes at the General Meeting of Shareholders of Audioteka. After the conversion into shares of the subscription warrants referred to in point 3 below, Stacja Służew will hold Shares representing a total of approximately 61% of Audioteka's share capital and representing approximately 61% of the total number of votes at the General Meeting of Audioteka Shareholders. The total value of the Transaction is PLN 95.3 million.
As part of the Transaction, Stacja Służew:
1) concluded with GPV I Closed-End Non-Public Assets Investment Fund ("GPV") a share purchase agreement ("GPV SPA") for the purchase by Stacja Służew from GPV of 536,889 Audioteka Shares ("GPV Shares"). The rights to GPV Shares will be transferred upon entry of changes to the Audioteka shareholder register. The purchase of the additional 10 Shares held by GPV was postponed, and Stacja Służew was granted the right to purchase these Shares, based on a call option.
Out of the total selling price due to GPV in the amount of PLN 44.9 million, the part of PLN 27.6 million will be settled after the changes to the Audioteka shareholder register are entered and the rights to GPV Shares are transferred to Stacja Służew, while the remaining part in the amount of PLN 17.3 million will be deposited on an escrow account maintained by mBank S.A. due to the circumstances indicated in GPV SPA and related reservations. In addition, GPV SPA provides for a claim for reimbursement of the sale price by GPV to Stacja Służew and the submission by GPV of a declaration of submission to enforcement, which will apply in the event of the circumstances indicated in GPV SPA.
The documentation relating to the Transaction also includes an agreement on the entitlement and obligation of Stacja Służew to purchase all GPV investment certificates (in several tranches) after meeting certain conditions and expiry of certain deadlines.
2) concluded share purchase agreements regarding the indirect purchase by Stacja Służew of 578,193 Audioteka Shares owned by WEV Partners Limited with its registered office in Larnaca (Cyprus) ("WEV"), i.e. through the acquisition by Stacja Służew of 100% of WEV shares from the sellers, whereby the rights to WEV shares will be transferred by the sellers to Stacja Służew after the disclosure of Stacja Służew in the Audioteka share register as the owner of the Shares purchased from GPV (condition precedent);
3) concluded conditional agreements for the purchase of 77,991 subscription warrants issued by Audioteka entitling Stacja Służew, after meeting certain conditions, to convert them into 77,991 Audioteka shares, the entry into force of the contracts is subject to the condition precedent stipulated in them, the fulfillment of which will be announced by the Company in a separate report.
The remaining terms of the Transaction do not differ from those customarily adopted for this type of agreements. The Issuer will inform about the next steps related to the purchase of the Shares by Stacja Służew in separate current reports.
The transaction will be financed in the part regarding GPV SPA 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, and in the remaining scope from own funds.
Audioteka is a company that offers the largest audiobook platform in Poland. Its services in Poland are already used by approx. 215 thousand users and the catalog of available content contains over 20 thousand titles, including many own productions. In 2021, Audioteka achieved approx. PLN 90 million in sales revenues and an EBITDA result of PLN 14.2 million.
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