Conclusion of a conditional transaction for the sale of 100% of shares in Invia Flights Germany GmbH by a subsidiary of the Issuer
Current Report No. 29/2025 dated 3 December 2025
Conclusion of a conditional transaction for the sale of 100% of shares in Invia Flights Germany GmbH by a subsidiary of the Issuer
Legal basis: Article 17, sec. 1 of MAR
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Issuer", "WPH", "Company") hereby announces that it has become aware of the conclusion on 3rd of December 2025 of a conditional transaction for the sale of 100% of shares in Invia Flights Germany GmbH ("IFG") by Invia Flights s.r.o. ("IF"), a subsidiary of the Issuer, to Tongcheng International Investment Singapore Pte. Ltd. ("Transaction"). As part of the Transaction, IF (part of the Invia Group) agreed, subject to the fulfilment of the conditions precedent set out therein, to sell to Tongcheng International Investment Singapore Pte. Ltd. ("Buyer"), a Singapore-based wholly-owned subsidiary of Tongcheng Travel Holdings Limited (HKEX listed), 25 000 shares of IFG, each with a nominal value of EUR 1.00, representing the entire share capital of IFG.
As part of the Transaction, the Enterprise Value of IFG was determined at approximately 42.3 million EUR. The final purchase price will be adjusted for the value of IFG’s net working capital and net debt as of the Transaction closing date.
The Transaction was concluded subject to conditions precedent, including, in particular, obtaining the required consent from the competent public administration authority in Germany – the Federal Ministry of Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie; BMWE). The Issuer will announce the fulfillment of the conditions precedent and the closing of the Transaction in a separate report.
The remaining terms of the Transaction do not differ from those customarily accepted for this type of agreement.
IFG operates leading flight booking platforms in the DACH region (Germany, Austria, Switzerland). In 2024, the company generated approximately EUR 4.7 million in adjusted EBITDA. The decision to divest the shares in IFG stems from the Issuer’s strategy to focus on operations in the areas of package holidays and domestic tourism, pursued within the Issuer’s tourism segment.
Legal basis:
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