Current Report No. 54/2017 dated 9 June 2017
Conclusion of the Share Purchase Agreement by a subsidiary of Wirtualna Polska Holding S.A.
Legal basis: Article 17 sec. 1 of the Regulations on Market Abuse – confidential information
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. announces that on June 9, 2017, a subsidiary of the Company i.e. Grupa Wirtualna Polska S.A. with its registered office in Warsaw concluded a conditional Share Purchase Agreement (“Agreement”) with:
a) Silimea Limited with its seat in Limassol, Cyprus, („Seller 1”);
b) Qlogix Advisors Limited with its seat in Nicosia, Cyprus, („Seller 2”);
c) FX Cube Technologies Limited with its seat Nicosia na Cyprze,, („Seller 3”);
d) Jalexus Consultants Limited with its seat Nicosia na Cyprze, („Seller 4”)
e) Łukasz Tadeusz Habaj, („Founder 1”);
f) Piotr Jan Stępniewski, („Founder 2”);
g) Łukasz Marcin Kręski, („Founder 3”);
whereas Seller, Investor, Founders and Company together are reffered to as Parties,
regarding acquisition of 625,000 ordinary series B bearer shares („Aquired Shares”) in a company eSky.pl Spółka Akcyjna with its registered seat in Radom, („eSky”, „Company”). As of the day of the conclusion of the Agreement the Acquired Shares represent 6.31% of the share capital of the Company and entitle to 6.31% of votes on the General Meeting of the Company.
The purchase price for the Shares amounts to 15,625,000 PLN.
Below we present the essential terms of the Agreement:
- Suspending condition: The closing of the transaction ("Closing Date") will be designated by the parties three business days after the Seller delivers the original legal opinion on the Seller to the Investor prepared by the Cypriot law firm and confirming the correctness of the establishment and operation rules of each Seller as well as the capability of each Seller to conclude the Agreement and to act on it in the name and on behalf of the Sellers.
- Closing Date: On the Closing Date, the Parties will carry out the legal actions listed in the Agreement ie.: • presentation of documents confirming the release of the Acquired Shares and 613,086 shares belonging to the Sellers referred to in Part 3 of this Report ("Pledged Shares") from the registered pledge, • the conclusion of a registered pledge agreement made by the Sellers to the Investor on Pledged Shares to hedge the put option price referred to in Part 3 of this Report and issuance of collective pledged Shares for the Shares, • issuance of Collective Shares of the Acquired Shares and transfer of the Acquired Shares, with the transaction being executed through a brokerage house. In the event that any of the Parties has not performed the actions to which it is subject under the Closing Day, the other Parties may waive any of the effects of any earlier legal action. Transfer of the Acquired Shares (disposing effect) will take place at the moment of the issuance of of the Collective Shares of the Acquired Shares to the Investor.
- Provisions of the Investment Agreement: The Agreement contains provisions relating to the level of guaranteed return on investment (IRR) for the Investor in the form of irrevocable bids for the Acquired Shares submitted to the Investor by the Sellers, which may be executed by the Investor in the periods indicated in the Agreement or upon the fulfillment of the specified (The Put Option). The Put Option payment is secured by a registered pledge established on Pledged Shares. In addition, the Agreement includes provisions for the conduct of a possible transaction involving the sale of a controlling interest in the Company's shares in the future and the terms of the Investor's participation in such a process and sets a doubled return on investment (IRR) for the Investor if such transaction has not taken place within a certain period of time (as a execution of the Put Option). The agreement also defines the rights of the Investor related to the right to pre-emption shares, the right to join the sale of shares and the right to demand the connection to sell shares.
- Financing of the purchase: The purchase for the Acquired Shares will be financed entirely from the Investor's own funds.
- Contractual penalties The agreement includes the right of both the Seller and the Investor to demand the payment of contractual penalties, depending on the nature of the breach of specific contractual obligations and may exceed 10% of the contract value. At the same time, the Parties will be entitled to demand compensation for the transfer of the amount of the reserved contractual penalty if the damage suffered by a Party exceeds the amount of the reserved contractual penalty.
Legal basis: Article 17 sec. 1 of the Regulations on Market Abuse - information on transactions executed by persons performing managerial responsibilities.
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