Conclusion of an agreement recognizing the debt and postponing the obligation to pay the price for the shares of eSky.pl S.A. based in Katowice by the Issuer's subsidiary
Current Report No. 33/2021 dated 22 December 2021Conclusion of an agreement recognizing the debt and postponing the obligation to pay the price for the shares of eSky.pl S.A. based in Katowice by the Issuer's subsidiary
Legal basis: Article 17 sec. 1 of MAR.
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. ("The Company" or "WPH") hereby informs that on 22 December 2021 it learned about the arrangement conclusion by Wirtualna Polska Media S.A. with its seat in Warsaw ("WPM") - a subsidiary of WPH – with, inter alia, Qlogix Advisors Limited; FX Cube Technologies Limited, Jalexus Consultants Limited (jointly the "Buyers") and Łukasz Tadeusz Habaj, Łukasz Marcin Kręski, Piotr Jan Stępniewski (jointly the "Founders") and eSky.pl S.A. with its seat in Katowice ("eSky.pl") out-of-court settlement, under which, inter alia, conditions for the amicable settlement of the dispute between WPM and the Buyers and Founders were agreed, regarding the exercise and payment for the put option exercised by WPM in accordance with the investment agreement of June 9, 2017, about which the Company informed in the consolidated report for the financial year ended December 31, 2020 and in the current report No. 7/2021 of March 25, 2021 (the "Settlement").
As part of the Settlement, the Buyers and the Founders confirmed that the statements on the exercise of the put option of March 26, 2020 submitted by WPM were submitted effectively and validly, and as a result of their delivery, valid and effective contracts for the sale of a total of 625,000 eSky.pl shares belonging to WPM covered by the put option ("WPM Shares") between WPM and the relevant Buyers were concluded, and that the method of calculating the put option price presented by WPM in the statements on exercising the put option is correct and constitutes a binding calculation of the put option price. In addition, the Buyers and Founders unconditionally recognized their debt to WPM. During the period of the Settlement, the parties undertook not to bring or pursue claims known to them at the time of the Settlement, and agreed on the manner of proceeding with regard to the pending court and enforcement proceedings.
Pursuant to the terms of the Settlement, the price of the put option will be, provided that the Buyers pay by January 21, 2022, a total of PLN 23 (twenty-three) million for all Shares owned by WPM. If the payment is
made after January 21, 2022, the price for the Shares will be increased in accordance with the calculation set out in the Settlement. In the event of non-payment of the put option price by September 30, 2022, WPM has the right to withdraw from the Settlement. The value of receivables in the Company's books as at the date of this current report, estimated in accordance with the principle of prudent valuation, amounts to PLN 7 million.
Legal basis: 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 the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz-Belka – Member of the Management Board/CFO