Current Report No. 7/2016 dated 16 march 2016
Conclusion of the Share Purchase Agreement 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 March 16, 2016 subsidiary of Company, i.e. Grupa Wirtualna Polska S.A. with its registered seat in Warsaw (“Grupa WP”), has concluded Share Purchase Agreement of 200 Shares with a nominal value of PLN 1600 each in the Share Capital of TOTALMONEY.PL sp. z o. o. with its registered seat in Warsaw at Bukowińska 10/77 entered into the Register of Entrepreneurs maintained by the District Court for the Capital City Warsaw, under registration number 0000294753, Tax Identification Number: 1080003997, and statistical number (REGON): 141219640, with share capital in the amount of PLN 320.000 („TotalMoney.pl”) (“Shares”) representing 100% of share capital and entitling to exercise 100 % of votes at the general meeting of shareholders of the TotalMoney.pl with Waptore Holdings Limited – Cyprus law Company (“Seller 1”), Opoka FIZ with its registered seat in Warsaw (“Seller 2”) (collectively "Sellers"), two individuals (“Managing Persons”) and two individuals acting as guarantors (“Guarantors”) (Agreement”)
TotalMoney.pl is the leading comparison service of banking and insurance products, including loans, deposits, credit cards, accounts, insurance. Revenue TotalMoney.pl disclosed in the financial statements for 2015 years amounted to PLN 5.488.698,72.
The sale price for all shares amounts to a total of PLN 14.500.000 (fourteen million five hundred) ("Price"). Price was calculated as the amount of PLN 12.500.000 increased by the amount of PLN 2.000.000 funds on the bank accounts of TotalMoney.pl on the last day of the month preceding the month in which the Agreement was concluded.
The price will be paid in the following manner:
a. 50% of Price, i.e. PLN 7.500.000 (seven millions five hundred thousands) will be paid for Seller 1 on the day of conclusion of Agreement in exchange for Shares sold by Seller 1
b. 50% of Price, i.e. PLN 7.500.000 (seven millions five hundred thousands) will be paid for Seller 2 on the day of conclusion of Agreement in exchange for Shares sold by Seller 2
The right to the Shares will be transferred to the Grupa WP upon completion of settlements under the conditions specified in the Agreement.
First guarantor has guaranteed for all liabilities of the Seller 1 under the Agreement for a total amount equivalent to 74.4% of Price 1. The guarantee of the Guarantor 1 will be valid for six years from the end of the year in which the Agreement was concluded.
Second guarantor has guaranteed for all liabilities of the Seller 2 under the Agreement for a total amount equivalent to 25,6% of Price 2. The guarantee of the Guarantor 2 will be valid for six years from the end of the year in which the Agreement was concluded.
Acquisition of Shares was financed with the funds remaining from the issue of ordinary bearer series E shares in a public offering conducted on the basis of the Company's prospectus approved by the Financial Supervision Authority on 10 April 2015 and from own resources Grupa WP. Thus, the company exhausted the funds obtained from the public offering for achieving the goals described in the prospectus.
Other terms of the Share Purchase Agreement are not fundamentally 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.
Legal basis: Article 56 sec. 1 item 2 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