Current Report No. 14/2016 dated 7 June 2016
Disclosure of delayed confidential information about the conclusion of the Preliminary Share Purchase Agreement/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 December 11, 2015, pursuant to article 57 sec. 3 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies and to §2 sec.1 item 1 of the Regulation issued by the Finance Minister on 13 January 2006 on the type of information that could violate the legitimate interest of the issuer and on the manner of issuer’s conduct in connection with the delay in public disclosing the confidential information, the Management Board delayed public disclosure of confidential information about the conclusion of the Preliminary Share Purchase Agreement on the 7th March 2016 by a subsidiary of the Company, i.e. Grupa Wirtualna Polska S.A., with its registered seat in Warsaw (“Grupa WP”) regarding shares in the share capital of Nocowanie.pl spółka z o.o. with its registered seat in Lublin, ul. Ligonia 1, 20-805 Lublin, entered into the KRS registrar under the number 0000343165 (“Nocowanie.pl”) (“Transaction”). The delay of the public disclosure of the information was due to the fact that the Preliminary Share Purchase Agreement stipulated suspensive conditions regarding the conclusion of the final Share Purchase Agreement.
Furthermore, Company hereby announces that on June 7, 2016 as a result of fulfillment of the suspensive conditions Grupa WP has concluded the Share Purchase Agreement with Mr Kamil Ruciński (“Seller”) regarding the purchase of 75% plus one share in the share capital of Nocowanie.pl, entitling to exercise 75% plus one voting rights that is 30,091 shares with the nominal value of PLN 50 and the total nominal value of PLN 1,504.550.
Nocowanie.pl is the owner of nocowanie.pl internet service – the country’s leader in the market of accommodation brokerage and in the same time one of the most popular touristic website. For the last 12 months ending in April 2016 Nocowanie.pl has noted the income of PLN 8 mln and EBITDA in the amount of PLN 3,3 mln.
The price for the shares is PLN 21,957,318,00 and is payable on the day of the conclusion of the Share Purchase Agreement to the bank account of the Seller.
Moreover on the 8th of June 2016 Grupa WP, the Seller and Nocowanie.pl have concluded a Shareholder Agreement (“Shareholder Agreement”) determining the cooperation and relations between the Seller and Grupa WP in connection with the conclusion of the Share Purchase Agreement and the fact that the Seller according to the SPA will be actively engaged in the activities of Nocowanie.pl.
The Parties have agreed that after the end of 2018 Grupa WP will be entitled to buy half of the shares in the minority capital of Nocowanie.pl from the Seller and the Seller will be obliged to sell them (“Sell Option 1”). After the end of 2019 Grupa WP will be entitled to buy the rest of the shares and the Seller will be obliged to sell them (“Sell Option 2”). For that purpose the Seller has stated an un irerevocable offer in the meaning of art. 66 of the polish Civil Code to sell the minority shares on the conditions stated in the Shareholder Agreement valid within 5 years after the conclusion of the Shareholder Agreement.
The price for the shares will be calculated as a multiplication of the normalized EBITDA for the year 2018 or 2019 and 12,5% and the rate based the average EBITDA growth in the years 2016-2018 or 2016-2019 and the EBITDA of 2015 stated in the Shareholder Agreement.
Realization of the Sell Options will occur after the delivery of the notice of acceptance of the Sell Option from Grupa WP to the Seller which constitute the acceptance of the offer within the meaning of art. 77 of the polish Civil Code.
Furthermore the Parties have stipulated in the Shareholder Agreement that from the date of Sell Option 1 and 2 the Seller will have the right but not the duty to sell half of the minority shares of Nocowanie.pl and then the rest of the of the minority shares. For that purpose Grupa WP has submitted an irrevocable offer to buy the minority shares within the meaning of the polish Civil Code.
The price for the shares will be calculated on the same basis as for the Sell Options.
Realization of the Sell Options and the conclusion of the share purchase agreements will occur after the delivery of the notice on the acceptance of the offer.
The purchase of the shares will be financed partly from own assets in the amount of PLN 12 mln and partly from the Capex credit granted to the Grupa WP and on the conditions stated in the Credit Agreement concluded on the 24th March 2015.
There are no connections between the Company or the persons managing or supervising the Company and the Seller.
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.
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