Current report 55/2017 dated19 June 2017
Fulfillment of the suspending condition and completion of the transaction specified in the investment agreement concluded by a subsidiary of Wirtualna Polska Holding SA
Legal basis: Article 17 sec. 1 of the Market Abuse Regulation – confidential information
Content of the report:
The Management Board of Wirtualna Polska Holding SA with its seat in Warsaw ( "Issuer"), with reference to the current report No. 54/2017 of 9 June 2017., announces the fulfillment of the suspending condition specified in the conditional investment agreement concluded on 9 June 2017 (the "Agreement") between the Issuer's subsidiary, ie. Grupa Wirtualna Polska SA with its seat in Warsaw ("the Group"," Investor ") as an investor, and
a) Silimea Limited of Limassol, Cyprus, ( "Seller 1");
b) Qlogix Advisors Limited, Nicosia, Cyprus, ( "Seller 2");
c) FX Cube Technologies Limited, Nicosia, Cyprus ,, ( "Seller 3");
d) Jalexus Consultants Limited, Nicosia, Cyprus, ( "Seller 4")
(Collectively, "Sellers")
e) Łukasz Tadeusz Habaj ( "Founder 1");
f) Piotr Jan Stępniewski ( "Founder 2");
g) Łukasz Marcin Kręski ( "Founder 3");
(Collectively referred to as "Founders")
the Seller, Investor, Founders and Company are collectively referred to as Parties
regarding acquisition of 625,000 ordinary series B registered 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.
Today, i.e. on June 19, 2017, the suspending condition specified in the Agreement has been fulfilled, by delivering to the Investor by the Sellers the original legal opinion prepared by a Cypriot law firm confirming the correctness of the establishment and functioning of each Seller, the ability of each Seller to perform its obligations under the Agreement as well as the capability of each person acting on behalf of Sellers to conclude the Agreement and perform activities provided for therein in the name and on behalf of the Sellers ( "Opinion").
Due to fulfillment of the aforementioned suspending condition, the Parties have decided to designate the Closing Date on the day of delivery of the original of the Opinion under which they have performed the actions provided for in the Agreement for the purpose of finalizing the transaction, including in particular:
- 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 the Agreement and issuance of collective pledged Shares documents to the Investor,
- the payment of the purchase price for the Aquired Shares by the Investor and issuance of Collective Shares Documents of the Acquired Shares and transfer of the Acquired Shares, with the transaction being executed through a brokerage house.
Legal basis: Art. 17 (1) of the European Parliament and of the Council (EU) No 596/2016 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 Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC.
Signatures of persons representing the Company:
Jacek Świderski - President of the Management Board
Elżbieta Bujniewicz - Belka - Member of the Management Board