Current Report No. 28/2015 dated 16 September 2015
The 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 September 16th, 2015 the Management Board was informed that on September 16th, 2015 the subsidiary of the Company, Money.pl sp. z o.o. with its registered seat in Wrocław (“Money.pl”), agreed the terms and conditions of a transaction and concluded with MDNLM Trading Limited with its registered seat in Nicosia (“Seller 1”) and BUYSYSNET Holdings Limited with its registered seat in Larnaka (“Seller 2”) (collectively referred to as “Sellers”), ClickAd S.A. with its registered seat in Warsaw („ClickAd”) and with three individuals (collectively referred to as: “Founders”) (Money.pl. Sellers, ClickAd and Founders collectively referred to as “Parties”) a share purchase agreement based on which Money.pl will acquire from Sellers 2.001 (two thousand and one) shares with a nominal value of PLN 50 (fifty) each in the company under the name Finansowysupermarket.pl sp. z o.o. with its registered seat in Warsaw at Wiertnicza 89, 02-952 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 0000309480, Tax Identification Number: 5833032096, REGON: 220629644 („Finansowysupermarket.pl”) (“Shares”) (“Share Purchase Agreement”). Total nominal value of Shares amounted to PLN 100.050,00 (one hundred thousand and fifty). The acquired Shares represent 100% of the share capital of Finansowysupermarket.pl and carry the right to exercise 100% of votes at the meeting of shareholders of Finansowysupermarket.pl. Finansowysupermarket.pl holds 100% of shares in share capital of Web Broker sp. z o.o. with its registered seat in Warsaw (“Web Broker”).
Finansowysupermarket.pl sp. z o.o. owns a fully independent comparison engine of financial products, which cooperate with more than 70 financial institutions in Poland. In its portfolio it has an offer of loans, fast loans, deposits, cards, accounts, insurance,savings and investment products. Web Broker is the owner of the website jedenwniosek.pl - a comparison engine of loans in several banks in Poland.
The Share Purchase Agreement specifies terms and conditions of a mutual settlement between Money.pl, Sellers, Web Broker and Founders (“Settlements”). The rights attached to Shares will be conveyed to the Money.pl upon completion of Settlements on the terms of the Share Purchase Agreement.
The price for the purchased Shares includes:
i. PLN 6 136 661,00 (in words: six millions one hundred thirty six thousands and six hundreds sixty one) payable to the Seller 1 for the purchase of 1.001 shares of total nominal value amounted to PLN 50.050,00 (fifty thousands and fifty) on the execution date of the Share Purchase Agreement.
ii. PLN 6 182 655,00 (in words: six millions one hundred eighty two thousands and six hundred fifty five) payable to the Seller 2 for the purchase of 1.000 shares of total nominal value amounted to PLN 50.000,00 (fifty thousands and fifty) on the execution date of the Share Purchase Agreement.
As the part of the Settlements Money.pl is obliged to repay the Web Broker’s liabilities to the Founders in the total amount of PLN 200 000.00 (two hundred thousand). Web Broker’s repayment will be made on the execution date of the Share Purchase Agreement.
Other terms and conditions of the Share Purchase Agreement are standard terms customary for agreements of this type. The Share Purchase Agreement does not provide any conditions or deadlines.The transaction consistently fits into the strategy of the Company that assumes investments in companies which provide services complementary to those of the Company’s capital group and investing in products that complement the portfolio of the Company’s capital group. This acquisition is an important step in increasing the scale of operation, competencies and market share of the Wirtualna Polska capital group in the segment of financial e-commerce.
The purchase of Shares will be financed from the loan granted to Money.pl by the Company from proceeds generated by the Company from the issue of ordinary bearer series E shares in the Company effected in the course of a public offering conducted based on a prospectus of the Company approved by the Polish Financial Supervision Authority on 10 April 2015.
There are no relationships between the Company and the individuals who manage and supervise the Company on one side and the Seller on the other side.
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
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer