Current Report No. 49/2015 dated 31 December 2015
Spin-off of subsidiary of Wirtualna Polska Holding S.A.
Legal basis: Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”), hereby announces that on 31 December 2015, the Management Board was informed that on 30 of October 2015 the District Court for the capital city of Warsaw, XIII Commercial Department of the National Court Register due to spin-off and transfer of a part of assets of subsidiary of Company, i.e. Money.pl Sp. z o.o. with its registered seat in Wroclaw (“Money.pl”), to a subsidiary of Company, i.e. Grupa Wirtualna Polska S.A. with its registered seat in Warsaw (“Grupa WP”) had recorded the increase of the share capital of Grupa WP.
The spin-off was conducted pursuant to Article 529 sec. 1 item 4 of Polish Commercial Companies Code by transferring a part of assets of Money.pl (divided company) in the form of an organized part of an enterprise - department of editorial and advertisingto Grupa WP (acquiring company) (spin-off).
Spin-off of Money.pl was conducted due to reduction in the share capital of Money.pl from the amount of PLN 3.509.500,00 (three million five hundred and nine thousands five hundred) to the amount of PLN 2.366.000,00 (two million thee hundred sixty six thousands), i.e. by amount of PLN 1.143.500,00 (one million one hundred forty three thousands and five hundred), which was made by redemption of 1 (one) share owned by Company as a minority shareholder and by redemption of 2.286 (two thousands two hundred eighty six) shares owned by Grupa WP.
The remaining part of the spin-off process of Money.pl was carried out by using the equity of Money.pl other than share capital, i.e. through the use of:
a. net profit
b. supplementary capital
c. other reserve capitals
Sum of the amount of reduced share capital of Money.pl and, respectively, other equity of Money.pl corresponds to the value of the department of editorial and advertising activity, which was transferred to Grupa WP, due to spin-off.
In connection with transferring an organized part of an enterprise - department of editorial and advertising activity to Grupa WP due to spin-off, the share capital of Grupa WP was increased from the amount of PLN 317.957.800,00 (three hundreds seventeen millions nine hundred fifty seven and eight hundreds) to the amount of PLN 317.957.850,00 (three hundreds seventeen millions nine hundred fifty seven and eight hundred fifty), i.e. by the amount of PLN 50 (fifty) by creating 1 (one) share, purchased by Company as a minority shareholder of Money.pl in exchange of 1 share of Money.pl.
The spin-off has been carried out in order to obtain economic benefits by the capital group associated with the consolidation of editorial and advertising activity in Grupa WP which allows to simplify the structure of editorial and advertising departments, accelerating decision-making process, reducing overheads and intruducing more efficient use of the assets of Grupa WP. At the same time centralization of efficiency sales and lead generation, particularly for financial institutions in Money.pl, will allow a more efficient use of time of employees involved in such activities, and better control over the level of costs associated with it.
The division also secures a legal separation of Money.pl from Grupa WP, which would allow a potential use ofMoney.pl in the future for centralizing other group functions, whereby in this case this process can take place faster and cheaper than by creating new companies.
Legal basis: Article 56 sec. 1 item 2 (a) 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
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO