Current Report No. 33 /2015 dated 30 October 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.
Contents of the Report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that on October 30th, 2015 the Management Board was informed that on 30 of October 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 – HTTP sp. z o.o. with its registered seat in Warsaw at Solec 81B/A-51 , 00-382 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 0000326454, Tax Identification Number: 7010175319, with share capital in the amount of PLN 10.000 ("HTTP sp. z o.o.") as the acquiring company and FREE4FRESH 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 0000328311, Tax Identification Number: 701-01-78-619, REGON: 141789768, with share capital in the amount of PLN 5.000 ("FREE4FRESH sp. z o.o.") as the acquired company.
The merger was carried out by transferring all assets of FREE4FRESH sp. z o.o to HTTP sp. z o.o. in exchange for shares which HTTP sp. z o.o. has issued for the Company as the sole shareholder of FREE4FRESH sp. z o.o. (merger by acquisition), i.e. with increasing share capital of acquiring company, made by creating new shares of acquiring company, which were issued to the sole shareholder of acquired company.
In relation to the merger, the share capital of acquiring company in the amount of PLN 5.000,00 (in words: five thousands) was increased to the amount of PLN 10.000,00 (in words: ten thousand) that is by the amount of PLN 5.000,00 (in words: five thousands).
The main purpose of the merger was reaching the effect of synergy and scale, which would lead to strengthening the position of HTTP sp. z o.o. on the internet market. The merger was aimed at optimizing their businesses in the Internet market by reinforcing the main business profile of HTTP sp. z o.o. Through the merger HTTP sp. z o.o. becomes the entity that accumulates key assets and functions related with business activity on the Internet market in the segment of User Generated Content and on the segment of entertainment. Furthermore, HTTP sp. z o.o. becomes the entity that manages business processes targeted on development of editorial and advertising on this segment of the market. The merger ensures simplification of intercompany processes as well as improvement of business activity on the main business profile of HTTP sp. z o.o.
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 of the individuals representing the Company:
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Memeber of the Manangement Board/CFO