Closing of the transaction regarding purchase of shares in Creative Eye S.R.L. by Szallas Group Zrt. – a subsidiary of the Issuer as a result of fulfillment of conditions precedent
Current Report No. 20/2024 dated September 30, 2024
Closing of the transaction regarding purchase of shares in Creative Eye S.R.L. by Szallas Group Zrt. – a subsidiary of the Issuer as a result of fulfillment of conditions precedent
Legal basis: Article 17 sec. 1 of MAR.
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Issuer") hereby informs, in reference to the current report no. 9/2024 dated June 10, 2024, that it has received information about the finalization on September 30, 2024 of the acquisition by Szallas Group Zrt. with its registered office in Miskolc, Hungary (hereinafter "Szallas") - a subsidiary of the Issuer - of 80% of the shares in the share capital of the Romanian company Creative Eye S.R.L. with its registered office in Constanta, Romania ("Company"), ("Transaction").
The closing of the Transaction took place in connection with the fulfillment of the conditions precedent, which the Issuer informed about in the aforementioned current report, including in particular: obtaining the consent for concentration of the Romanian antimonopoly authority and the decision authorizing the Transaction based on the regulations regulating foreign direct investments in Romania and the separation of the Company's non-operating assets into a separate entity.
As part of the Transaction, Szallas:
1) acquired from one natural person who is a Romanian citizen (the "Seller") 80 shares with a nominal value of RON 2,000 and a total value of RON 160,000 representing 80% of the share capital of the Company;
2) concluded a shareholders' agreement between the Seller, Szallas and the Company regulating the corporate order and the mutual relations, obligations and rights of the shareholders of the Company;
3) undertook to acquire the remaining 20% of the shares in the Company from the Seller in 2025 after the approval of the Company's financial statements for the 2024 financial year, where the value of the acquisition of these shares will be determined based on the mechanism established in the agreement.
The purchase price of 80% of the shares in the Company amounted to EUR 16.686 million and will be adjusted for net cash in the Company as at the date of closing of the Transaction, in accordance with the completion accounts mechanism.
Legal basis: Art. Article 17 sec. 1 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