Conclusion by Wirtualna Polska Holding S.A. share purchase agreement of Extradom.pl limited liability company based in Wrocław
Legal basis: Article 17 sec. 1 of the Market Abuse Regulation – confidential information
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Company") hereby informs that on October 29, 2018, the Company and ASP Capital limited liability company ("Seller") and two natural persons - Polish citizens ("Founders") concluded sales purchase agreement of 14,163 (fourteen thousand one hundred and sixty three) shares in the share capital of Extradom.pl sp. z o.o. with its registered office in Wrocław, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for Wrocław - Fabryczna in Wrocław, 6th Commercial Division of the National Court Register under KRS number 0000648746, with NIP: 8951718333 and REGON: 361086648, share capital in the amount of PLN 708 150.00 ("Extradom") representing a total of 100% of all shares in the Extradom share capital, with a nominal value of PLN 50.00 (fifty) each and a total nominal value of PLN 708,150.00 (seven hundred eight thousand one hundred and fifty), entitling to exercise 100% of votes at the Shareholders' Meeting of Extradom ("Shares") ("Agreement").
Extradom is the market leader in the sales of architectural projects online with a dozen percent share in the entire architectural design market. The forecasted revenue for 2018 is PLN 35.7 million (thirty five million seven hundred thousand), while the normalized EBITDA is PLN 6.3 million (six million three hundred thousand). Extradom does not have financial debt (i.e. it shows net cash). Marketplace run by Extradom aggregates over 18.000 projects from leading Polish architectural studios, giving the user a wide range of professional advice during the selection process. Among the architectural studios Extradom has a strong recognizable brand and is their trusted partner that gives easy access to the online market.
The Wirtualna Polska Group is already present in the home and interior category through the largest marketplace in Poland - Homebook.pl. The transaction will significantly strengthen the Group's position in the area of e-commerce in this category, giving it exposure to the Extradom customer building houses worth an estimated several billion zlotys. After the transaction - thanks to the synergy between Extradom and Homebook - Extradom's activities will focus on guiding the Polish consumer through the entire shopping path from the house design to the interior furnishings.
The selling price for the Shares is PLN 75.0 million (in words: seventy-five million zlotys) ("Selling Price").
The Sale Price will be paid in installments. The first installment in the amount of PLN 52.9 million will be payable within 10 (ten) working days from the date of concluding the Agreement ("First Installment"). The company shall pay the Seller PLN 6.5 million ("the Second Installment") no earlier than December 5, 2018 and no later than December 15, 2018. The payment of the Sale Price will be financed from the funds coming from the loan.
At the same time, the Parties agreed that a part of the Sale Price in the amount of PLN 15.5 million will be withheld by the Company in order to hedge the standard risks in such transactions and will be payable in the manner and in the amounts specified in the Agreement.
Ownership of 12,603 (twelve thousand six hundred and three) shares in Extradom, representing approximately 88.99% of all shares in Extradom's share capital and entitling to exercise about 88.99% of votes at the shareholders meeting of Extradom, will be transferred to the Company after payment of the First Installment. Ownership of 1.560 (one thousand five hundred and sixty) shares in Extradom, representing approximately 11.01% of all shares in Extradom's share capital and entitling to exercise about 11.01% of votes at the Shareholders Meeting of Extradom, will be transferred to the Company after the payment of the Second Installment .
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