Signing of a binding conditional transaction regarding purchase of shares in Creative Eye S.R.L. by Szallas.hu Zrt. – a subsidiary of the Issuer
Current Report No. 9/2024 dated June 10, 2024
Signing of a binding conditional transaction regarding purchase of shares in Creative Eye S.R.L. by Szallas.hu Zrt. – a subsidiary of the Issuer
Legal basis: Article 17 sec. 1 of MAR.
Content of the report:
Management Board of Wirtualna Polska Holding S.A. (the "Issuer") informs that it has received the information on the signing on 10th of June 2024 of a conditional agreement for the purchase by Szallas.hu Zrt. with its registered office in Miskolc, Hungary (hereinafter "Szallas") - a subsidiary of the Issuer – of 80% of shares in share capital of the Romanian company Creative Eye S.R.L. based in Constanța, Romania ("Company"), ("Transaction"), which operates the travel platform Litoralulromanesc.ro for booking of accommodations on the Black Sea coast in Romania.
As part of the Transaction, Szallas agreed (subject to the conditions precedent indicated below) to:
1) acquire from one natural person who is a Romanian citizen ("Seller") 80 shares with a nominal value of RON 2,000 and a total value of RON 160,000, representing a total of 80% of the Company's share capital;
2) conclude upon closing of the acquisition of the 80% shares a shareholders' agreement between the Seller, Szallas and the Company regulating the corporate governance and mutual relations, obligations and rights of the Company's shareholders;
3) acquire the remaining 20% of shares in the Company from the Seller in 2025 after approval of the Company's financial statements for the financial year 2024, where the value of the acquisition of 20% of shares will be determined based on the mechanism established in the acquisition agreement.
The value of the Transaction in relation to the acquisition of the 80% of the shares is EUR 16.8 million and will be adjusted for net cash in the Company as at the closing date of the Transaction, in accordance with the completion accounts mechanism, established in the share purchase agreement.
The Transaction is subject to conditions precedent, in particular the customary regulatory approvals, that is, obtaining the merger clearance issued by the Romanian Competition Council and the approval from the Romanian Competition Council under the foreign direct investment regime in respect of the Transaction, and also subject to successful implementation of the carve-out of the Company's non-operating assets into a separate entity.
The Issuer will inform about the fulfillment of the conditions precedent and the closing of the Transaction in a separate report.
The remaining terms and conditions of the Transaction do not differ from those customarily adopted for this type of transactions.
The transaction will be financed partly from the Issuer's own funds and partly from the funds from the Capex Loan tranche under the loan agreement of March 20, 2024, about which the Issuer informed in current report No. 4/2024 of March 20, 2024.
"Litoralul Romanesc" translates to "Romanian coast". The portal offers accommodation facilities located along the Black Sea coastline in this country. Creative Eye SRL through the website Litoralulromanesc.ro. offers approximately 460 accommodation facilities, where in 2023 customers made over 87,000 bookings, with a total value of over EUR 45 million. During this period, the company generated approximately EUR 3 million of EBITDA.
Legal basis: Art. Article 17 sec. 1 of European Parliament and Council Regulation No 596/2014 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 Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC
Signatures of the representatives of the Company:
Jacek Świderski – President of the Management Board/CEO,
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO