Current Report No. 47/2015 dated 19 December 2015
Disclosure of delayed confidential information about the circumstances of the negotiations/ Conclusion of the Share Purchase Agreements by a subsidiary of Wirtualna Polska Holding S.A.
Legal basis: Article 56 sec. 1 item 1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. (“the Company”) hereby announces that on December 11, 2015, pursuant to article 57 sec. 3 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies and to §2 sec.1 item 1 of the Regulation issued by the Finance Minister on 13 January 2006 on the type of information that could violate the legitimate interest of the issuer and on the manner of issuer’s conduct in connection with the delay in public disclosing the confidential information, the Management Board delayed public disclosure of confidential information about the initial arrangement of terms of acquisition of 100% of shares in the share capital of Enovatis S.A. with its registered seat in Gdańsk at Matejki 12, 80-232 Gdańsk, entered into the Register of Entrepreneurs maintained by the Gdańsk-Północ District Court in Gdańsk, VII Commercial Department of the National Court Register, under registration number 0000315229, Tax Identification Number: 957-077-83-85, REGON: 192058039, with share capital in the amount of PLN 5.750.000 (“Enovatis”) by subsidiary of the Company, i.e. Grupa Wirtualna Polska S.A., with its registered seat in Warsaw (“Grupa WP”) (“Transaction”).
Furthermore, Company hereby announces that on December 19, 2015 as a result of negotiations parties have concluded agreement, based on which Grupa WP undertake to acquire (after launching the financing of transaction with existing lines of credit of Grupa WP no later than by January 11th, 2016) 5.750.000 (five millions seven hundred fifty thousands) registered shares of A, B, C, D, E, F, G, H, I series of Enovatis (“Shares”), representing 100% of share capital and entitling to exercise 100 % of votes at the general meeting of shareholders of Enovatis from 7 (seven) individuals as well as Talnet Holding Limited, a Cyprus law company, with its registered seat in Limassol (hereinafter collectively referred to as “Sellers”), through Dom Maklerski mBanku S.A., with its registered seat in Warsaw (“Broker”)
Enovatis is the largest and fastest growing online travel agency (OTA) in the country. The Company’s portfolio consists of three popular travel portals – wakacje.pl, easygo.pl and wypoczynek.pl. The Company operates in four segments: outbound package tourism and leisure tourism, sales of airline tickets and intermediation in hotel reservations in Poland and worldwide. Enovatis is constantly working with a number of tourism, technological and commercial partners, including the largest tour operators in Poland. Enovatis revenues for 2014 amounted to PLN 26.6 million, and operating profit after eliminating amortization amounted to 6.2 million. In the past 12 months ended November 30th, 2015 unaudited revenues of the company amounted to PLN 32.4 million, and operating profit after eliminating amortization amounted to PLN 8.5 million.
The sale price of shares collectively amounts to PLN 83.566.182 (eighty three millions five hundred sixty six thousands one hundred eighty two). (“Sale Price”).
Immediately upon signature of the agreement, no later than by January 11, 2016 (“Final Term”), Grupa WP undertake to (i) attract financing required to purchase Shares from Sellers and (ii) pay Sale Price to Broker’ bank account.
Before conclusion of this Agreement, Sellers have lodged deposit for global certificates of Shares, on the condition that Shares would be released from deposit on the conditions specified in Agreement as well as agency agreement concluded between Sellers and Broker.
Grupa WP will acquire legal rights to Shares after fulfilling of the following conditions: (i) crediting of bank accounts of Sellers with Sale Price (“Payment of Sale Price”) (ii) submission of the declaration for transfer of Shares by Broker (iii) transfer of Shares to Buyer immediately after Payment of Sale Price (“Day of Transferring of the Shares”), which should take place no later than January 11, 2016.
In accordance with the Agreement, shares would be issued pursuant to article 350 of Polish Civil Code, i.e. by signing the declaration of closing of the transaction and by delivery of the notification of payment of the sale price by Sellers to the Broker.
Grupa WP has undertaken to pay the guarantee fee in the amount of PLN 3.356.618 (three millions three hundred fifty six thousands six hundred eighteen) (“Guarantee Fee”) in the case of failure of execution of actions required to close the Transaction on the terms described in the Agreement. The Guarantee Fee should by paid by Grupa WP within 7 days from the day of receiving a notice from any Seller on the Seller’s bank accounts, in the manner provided for in the Agreement. Payment of the Guarantee Fee exclude the right to seek compensation on general basis. Payment of the Guarantee Fee is independent from guilt of Grupa WP. Grupa WP may exempt itself from the obligation of payment of the Guarantee Fee only when it demonstrates, that the obligation of payment of the Guarantee Fee is a result of exclusive fault of the Sellers or Broker.
According to the Agreement, the following contractual penalties were stipulated:
a. Seller 2, Seller 4, Seller 5 and Seller 6 have undertaken to pay contractual penalty in the amount of PLN 3.000.000 (three millions) for Grupa WP, within 7 days from the day of receiving a notice from Buyer on the indicated bank account for infringement of a contractual obligation not to exercise any activities in the execution of their corporate rights up to the Closing Day, i.e.: changes in the structure of Management Board, changes in the method of representation of the Company, appointing attorneys or proxies, extending the scope of existing power of attorneys, suspending a Management Board member, appointed at the day of closing of the Agreement. In the case of infringement of this obligation, contractual penalty will be charged to indicated Sellers, in proportion with the obligation to pay the contractual penalty per one Seller which is attributable to the Share Price per all of Sellers;
b. Each Seller have undertaken to pay a contractual penalty in the amount of PLN 1.000.000 (one million) to Grupa WP for any single infringement of a non-competition clause, but in total no more than 30% of the Sale Price paid to Seller 2 and Seller 7 and 10% of the Sale Price paid to other Sellers. Payment of the contractual penalty does not exclude the right to claim damages in excess of the contractual penalty.
Acquisition of the Shares would be financed as follows:
a. Amount of PLN 33.566.182 (thirty three millions five hundred sixty six thousands one hundred eighty two) – assets obtained from the issuing of E series bearer shares under the public offering conducted according to the prospectus of the Company approved by the Polish Financial Supervision Authority on 10 April 2015, which would be transferred to the Grupa WP in the form of loan within the Capital Group. Interest rate of the loan is variable and is determined on the basis of WIBOR 3M, plus margin, described in the loan agreement.
b. Amount of PLN 50.000.000 (fifty millions) – assets obtained from loan agreement granted to Grupa WP according to terms of the agreement up to the total amount of PLN 279.500.00, concluded on March 24, 2015, then changed, between, i.a., Grupa WP as a Borrower and mBank S.A. with its registered seat in Warsaw, as the original creditor and agent and ING Bank Śląski S.A., with its registered seat in Katowice as the Creditor on the terms specified in this agreement.
Other terms of the Share Purchase Agreement are not significantly different from agreement of this type.
There are no relationships between the Company and the individuals who manage and supervise the Company on one side and the Sellers on the other side.
Sale Price, which Grupa WP has undertaken to pay for acquired Shares, exceeds 10% of consolidated sales revenue of the Company for the last four quarters.
Legal basis: Article 56 sec. 1 item 1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
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/Chief Financial Officer