Current Report No. 30/2015 dated 6 October 2015
Disclosure of delayed confidential information about the circumstances of the negotiations and conclusion of the Share Purchase Agreements and the further cooperation by a subsidiaries 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 October 2nd, 2015, pursuant to article 57 sec. 3 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 and to §2 sec.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 initial arrangement of terms of acquisition of 100% of shares in the share capital of Allani sp. z o.o. with its registered seat in Warsaw (“Allani”) by subsidiaries of the Company, i.e.: Domodi sp. z o.o. with its registered seat in Wroclaw (“Domodi”) and Grupa Wirtualna Polska sp. z o.o. with its registered seat in Warsaw (“Grupa WP”) (“Transaction”).
Allani owns websites allani.pl and allani.com.br. The transaction is an important step in execution of 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 through which the Company’s capital group strengthens its position on the segment of clothing e-commerce.
On October 6th, 2015 as a result of negotiations Domodi as a buyer and Grupa WP as an investor have entered into three agreements, based on which Domodi has acquired a total number of 1.807 shares of Allani which represent 100% of the share capital of Allani and carry the right to exercise 100% of votes at the meeting of shareholders of Allani (“Share Purchuase Agreement”).
On the basis of an agreement concluded with Protos Venture Capital sp. z o.o. SPV sp. k. with its registered seat in Warsaw, Hedgehog Sp. z o.o. S.K.A with its registered seat in Warsaw, Ataraxy Ventures Ltd with its registered seat in Nicosia, Intsol Capital Ltd with its registered seat in Larnaca and with eleven individuals (collectively referred to as: “Selling Partners”). Domodi has acquired a total of 1.417 shares of Allani with a nominal value of PLN 50 (fifty) each. The acquired Shares represent 78,42% of the share capital of Allani and carry the right to exercise 78,42% of votes at the meeting of shareholders of Allani (“First Share Purchase Agreement”). Parties agreed price for the purchased Shares for amount of PLN 10.300.000
On the basis of an agreement concluded with Mateusz Romanowski, Domodi has acquired from Mateusz Romanowski a total of 367 shares of Allani with a nominal value of PLN 50 (fifty) each . The acquired Shares represent 20,31% of the share capital of Allani and carry the right to exercise 20,31% of votes at the meeting of shareholders of Allani. Parties also agreed terms of cooperation between Mateusz Romanowski, Domodi and Grupa WP, due to further active involvement of Mateusz Romanowski in Alllani activities (“Second Share Purchase Agreement”) The price of the purchased Shares includes (i) the amount of PLN 1.000.000, (ii) bonust for the increase in the value of business calculated respectively on December 31st, 2017 and on December 31st, 2019 based on rulesset out in Second Share Purchase Agreement, (iii) additional bonus on the terms and conditions of the Second Share Purchase Agreement.
On the basis of an agreement concluded with Kamil Kopka, Domodi has acquired a total of 23 shares of Allani with a nominal value of PLN 50 (fifty) each from Kamil Kopka. The acquired Shares represent 1,27% of the share capital of Allani and carry the right to exercise 1,27% of votes at the meeting of shareholders of Allani. (“Third Share Purchase Agreement”) The price of the purchased Shares includes (i) the amount of PLN 69.000, (ii) bonus for the increase in the value of business calculated respectively on December 31st, 2017 and on December 31st, 2019 based on rules set out in Third Share Purchase Agreement, (iii) additional bonus on the terms and conditions of the Third Share Purchase Agreement.
Share Purchase Agreements does not provides any conditions or deadlines.
There are no relationships between the Company and the individuals who manage and supervise the Company on one side and the Sellers 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 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