Current Report No. 26/2018 dated 14 December 2018
Acquisition by Wirtualna Polska Holding S.A. shares in Superauto24.com sp. o.o. with its registered office in Chorzów and disclosure of delayed confidential information to the public
Legal basis: art. 17 sec. 1 MAR, art. 17 sec. 4 MAR
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Issuer") hereby informs that on December 19, 2018, in the execution of a conditional preliminary sale agreement concluded on December 14, 2018, amended by an annex of December 19, 2018, with two natural persons ("Seller") , the company Superauto24.com sp. z o. o based in Chorzów, a company of Grupa Super Auto sp. o.o. based in Chorzów and the company Super Auto sp.j. B. Chojnacki, K. Makula ("Preliminary Agreement", "Agreement"), Issuer:
a. has entered into a promised sale agreement with the Sellers ("Promised Agreement") of shares in Superauto24.com sp. o.o. ("Superauto24.com") with its registered office in Chorzów, entered into the Register of Entrepreneurs of the National Court Register maintained by the Katowice-Wschód District Court in Katowice, 8th Commercial Department of the National Court Register, under KRS number 0000623760, share capital in the amount of PLN 5,000.00, pursuant to which the Issuer acquired a total of 20 shares of Superauto24.com with a nominal value of PLN 100.00 each ("Purchased Shares") for a total price of PLN 450,000.00 (in words: four hundred and fifty thousand zlotys) ("Sale Price");
b. took 11 (eleven) shares in the increased share capital of Superauto24.com. ("New Shares"), in return for a cash contribution in the total amount of PLN 20,650,000.00 (twenty million six hundred fifty thousand zlotys) ("Issue Price") hereinafter jointly ("Transaction").
As a result of the Transaction, after registering the share capital increase of Superauto24.com by the registry court, the Issuer will own 50.8% of Superauto24.com shares entitling to exercise 50.8% of votes at the Shareholders Meeting of Superauto24.com.
Superauto24.com is an aggregator of new cars from authorized dealers and an expert in financing the purchase of a car cooperating with the largest banks and leasing companies in Poland. The forecasted revenues of Superauto24.com for 2018 will amount to over PLN 10 million, while normalized EBITDA will amount to PLN 4.3 million.
The part of the Issue Price in the amount of PLN 16.650.000,00 (sixteen million six hundred and fifty thousand zlotys) will be allocated to the acquisition by SuperAuto24.com of companies from Grupa Super Auto sp. O.o. with headquarters in Chorzów and Super Auto sp.j. B. Chojnacki, K. Makula as part of the consolidation of Superauto24.com, and the remaining part of the Issue Price in the amount of PLN 4,000,000.00 (four million zlotys) will be used to finance the development of Superauto24.com.
The parties also agreed that the Sale Price may be increased by no more than PLN 5,000,000.00 (five million zlotys), subject to the implementation of the financial objective set out in the Preliminary Agreement for the financial year 2019.
In addition, on December 19, 2018, the Issuer and the Seller entered into a shareholders agreement governing the rights and obligations of Superauto24.com shareholders and the general principles of corporate governance applicable at Superauto24.com (the "Shareholders Agreement"). Pursuant to the Shareholders Agreement, the Issuer would have the option of acquiring the remaining shares of the Sellers in the share capital of Superauto24.com (the "Call Option"), on the following principles
a. in the period from January 1, 2022 to December 31, 2022 - up to 33% (thirty-three per cent) of shares held by each of the Sellers at the time of submitting a declaration on the Issuer's exercise of options;
b. in the period from January 1, 2023 to December 31, 2023 - up to 33% (thirty three percent) of shares held by each of the Sellers at the moment of submitting the performance statement, and in the event of non-performance of the Call Option in accordance with item a) above - up to 66% (sixty six percent) of the shares held by each of the Sellers at the time of the Issuer's statement on the exercise of the option;
c. in the period from January 1, 2024 to December 31, 2030 - all shares held by each of the Sellers at the time of filing the statement on the exercise of options in the period from 2024 to 2030.
The price for the shares purchased in the Call Option will be determined in accordance with the template set out in the Shareholders' Agreement and will depend on the dynamics of the Superauto24.com EBITDA.
The conclusion of the Promised Contract and the take-over of New Shares took place due to the fulfillment of some of the conditions set out in the Preliminary Agreement and agreement by the Party to resign from the remaining conditions precedent by an annex of December 19, 2018.
Contents of delayed confidential information:
The Issuer's Management Board informs at the same time that on December 14, 2018, it made a decision to delay disclosure of confidential information about the conclusion of a conditional preliminary share purchase agreement on 14 December 2018 of shares of Superauto24.com sp. o.o. based in Chorzów, with the following content:
"The Management Board of Wirtualna Polska Holding S.A. (hereinafter "Issuer", "WPH") informs that today, ie on December 14, 2018, the Issuer concluded with two natural persons (the "Seller"), the company Superauto24.com sp. o.o. based in Chorzów, a company of Grupa Super Auto sp. o.o. based in Chorzów and the company Super Auto sp.j. B. Chojnacki, K. Makula - conditional preliminary share purchase agreement ("Preliminary Agreement") of shares in Superauto24.com sp. O.o. with its registered office in Chorzów, entered in the Register of Entrepreneurs of the National Court Register maintained by the Katowice-Wschód District Court in Katowice, 8th Commercial Department of the National Court Register, under KRS number 0000623760, share capital in the amount of PLN 5,000.00 ("Superauto24.com"), on the basis of which the Issuer undertook, provided that the conditions precedent set out in the Preliminary Agreement are fulfilled, to:
a. conclusion of the final sale agreement, a total of 20 shares of Superauto24.com with a nominal value of PLN 100.00 each,
b. take up a total of 11 (eleven) shares in the increased share capital of the Company ("Transaction").
The parties undertook to commence the closing of the Transaction on the fifth (fifth) business day following the fulfillment of the conditions precedent set out in the Preliminary Agreement or on another day agreed between the Parties in writing.
The Issuer is entitled to withdraw from the Preliminary Agreement by means of a notice delivered to the other Parties, in particular if any of the conditions precedent are not met by January 31, 2019. "
In addition, the Issuer's Management Board informs that on 29 May 2018, it made a decision to delay disclosure of information confidential by the subsidiary Wirtualna Polska Media S.A. letter of intent defining the basic conditions of investment in the Superauto24 Group with the following content:
"The Management Board of Wirtualna Polska Holding S.A. (hereinafter referred to as "Issuer", "WPH") informs that today, ie 29 May 2018, the Issuer's subsidiary - Wirtualna Polska Media S.A. ("WPM") concluded with two natural persons (the "Seller") a letter of intent defining the basic conditions of the WPM's potential investment in entities forming the Superauto24 group ("Term Sheet").
The Term Sheet defines the current understanding by the Parties of the basic terms that will form the basis for their further discussions in connection with the potential transaction. None of the provisions of the Term Sheet impose any obligation on either Party to implement the transaction under consideration (in whole or in part) or to enter into any contract in connection with the transaction. In particular, the Term Sheet does not constitute an offer, a preliminary contract or an agreement obliging to carry out the Transaction. "
Legal basis: Art. 17 (1) and art. 17 (4) 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