Finalizing the acquisition of shares and subscription warrants entitling to conversion to Audioteka S.A. shares
Current Report No. 19/2023 dated 27 July 2023
Finalizing the acquisition of shares and subscription warrants entitling to conversion to Audioteka S.A. shares.
Legal basis: article 17 (1) MAR
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. (the "Issuer") informs, with reference to current report no. 12/2023 of June 2, 2023 and current report no. 16/2023 of July 14, 2023, that it has learned that on July 27, 2023, it finalized the transaction of acquisition by Wirtualna Polska Media S.A. ("WPM") and Stacja Służew sp. z o.o., Warsaw ("Stacja Służew") - subsidiaries of the Issuer - of shares and subscription warrants of Audioteka S.A., Warsaw ("Audioteka").
As part of the Transaction, WPM entered into a Promised Agreement with an individual and KMB Family Foundation in Organization to acquire a total of 850,001 Audioteka shares for a total price of approximately PLN 72.25 million (the "Transaction"). In connection with the payment and transfer of the rights to the shares referred to in the preceding sentence, a conditional release and waiver of claims agreement between, among others, Audioteka shareholders (the "Waiver Agreement") entered into by WPM and Stacja Służew came into effect, pursuant to which the parties to the Waiver Agreement waived any claims that exist or may exist in connection with Audioteka, the relationship between Audioteka shareholders or their affiliates.
In addition, in connection with the Transaction:
1) A conditional agreement for the acquisition by Stacja Służew of 8,156 Audioteka shares from another individual for a total price of PLN 0.69 million came into effect;
2) conditional agreements for the purchase by Stacja Slużew from two individuals of a total of 20,003 subscription warrants issued by Audioteka, entitling them to be converted into 20,003 Audioteka shares, for a total price of PLN 1.7 million, came into effect;
3) Stacja Służew has entered into an agreement to acquire 10 Audioteka shares from GPV I Closed Investment Fund of Non-Public Assets ("GPV"), for a total price of approximately PLN 1,000.
(collectively, "Transaction 2")
As a result of the Transaction and after payment and transfer of rights to shares and warrants under Transaction 2 (which will take place within 5 business days from the date of the Transaction), the Issuer, through its subsidiaries, will hold, together with the shares acquired earlier, shares constituting in total 100% of Audioteka's share capital and representing 100% of the total number of votes at Audioteka's General Meeting.
At the same time, with reference to current report No. 17/2022 dated September 29, 2022, the Issuer announces that it will not exercise the right to purchase GPV investment certificates and that there has been a release of the remaining portion of the sale price due to GPV from the restricted escrow account maintained by mBank S.A..
The total value of the Transaction and Transaction 2 amounts to PLN 74.64 million and will be financed with funds from the Capex Loan tranche under the Loan Agreement dated February 25, 2020, which the Issuer announced in Current Report 8/2020 dated February 25, 2020. The implied price per share to be acquired under the Transaction is at the same level as for the previous acquisition, which the Issuer announced in Current Report No. 17/2022 dated September 29, 2022.
Other terms of the transaction do not differ from those customary for this type of agreement.
Article 17 (1) of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
Signatures of persons representing the company:
Jacek Świderski – President of the Management Board/CEO,
Elżbieta Bujniewicz - Belka - Member of the Management Board/CFO