Current Report No. 27 /2015 dated 31 August 2015
Merger of the subsidiaries of Wirtualna Polska Holding S.A. with its seat in Warsaw
*Legal basis: *Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that on August 31st, 2015 the Management Board was informed that on 31 of August 2015 the District Court for the capital city of Warsaw, XIII Commercial Department of the National Court Register registered the merger of two subsidiaries of the Company – Grupa Wirtualna Polska sp. z o.o. with its registered seat in Warsaw at Jutrzenki 137A , 02-231 Warsaw, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City Warsaw, XIII Commercial Department of the National Court Register, under registration number 0000373814, Tax Identification Number: 5272645593, REGON: 142742958, with share capital in the amount of PLN 317.957.800 ("GWP sp. z o.o.") as the acquiring company and NextWeb Media sp. z o.o. with its registered seat in Warsaw, at 3 Maja 12,00-391 Warsaw, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City Warsaw, XIII Commercial Department of the National Court Register, under registration number 0000311202, Tax Identification Number: 9512259071, REGON: 141506115, with share capital in the amount of PLN 50.000 ("NextWeb Media sp. z o.o.") as the acquired company.
The merger of GWP sp. z o.o. and NextWeb Media sp. z o.o. was carried out by transferring all assets of NextWeb Media sp. z o.o to GWP sp. z o.o. in exchange for shares which GWP sp. z o.o. has issued for the Company as the sole shareholder of NextWeb Media sp. z o.o. (merger by acquisition). In relation to the merger, the share capital of GWP sp. z o.o. in the amount of PLN 311.005.050 was increased to the amount of PLN 317.957.800 that is by the amount of PLN 6.952.750, by creating and issuing 139.055 shares of GWP sp. z o.o. for the Company as a sole shareholder of NextWeb Media sp. z o.o.
The amount by which the share capital of GWP sp. z o.o. was increased is an equivalent of all the assets of NextWeb Media sp. z o.o. transferred to GWP sp. z o.o. in the merger.
The merger of the Company's subsidiaries was aimed at optimizing their businesses in the Internet market by reinforcing the main business profile of GWP sp. z o.o. Through the merger GWP becomes the entity that accumulates key assets and functions related with business activity on the Internet market and managing business processes oriented towards the development of (all) editorial and advertising operations of the Group.
Legal basis: Article 56 sec. 1 item 2 (a) 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
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Memeber of the Manangement Board/CFO