RB 78/2018: Delayed disclosure of inside information, execution of an annex to investment agreement and acquisition of shares in Fit Fabric sp. z o.o.


RB 78/2018
Date: 11 October 2018
Delayed disclosure of inside information, execution of an annex to investment agreement and acquisition of shares in Fit Fabric sp. z o.o.
Legal basis:  Art. 17 item 1 and 4 of MAR – delayed disclosure of inside information

Text of the Report:

The Management Board of Benefit Systems S.A., with its registered seat in Warsaw (hereinafter, the “Issuer”), acting on the basis of art. 17 item 1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council 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 (“MAR”), hereby discloses the following inside information, the disclosure of which was delayed on the basis of Art. 17 item 4 of MAR Regulation. 

The content of the inside information the disclosure of which was delayed:

In reference to current reports no. 04/2017 of 12 January 2017 and no. 23/2016 of 1 July 2016, the Management Board of the Issuer hereby announces that on 4 October 2018 the Supervisory Board of the Issuer granted consent for execution of annex no. 2 (“Annex”) to investment agreement of 30 June 2016 as amended by annex no. 1 of 12 January 2017 (the “Agreement”) between Fit Invest sp. z o.o. with its registered seat in Warsaw (“Fit Invest”), a subsidiary of the Issuer, and Mr Marcin Wawrzycki, Ms Katarzyna Zgierska, Mr Tomasz Nowiński, Mr Grzegorz Zgierski and Fit Fabric sp. z o.o. with its registered seat in Łódź („Fit Fabric”) and execution of agreements for acquisition indicated below stake in share capital of Fit Fabric. In case of execution of the Annex, conditions of acquisition of remaining share capital in Fit Fabric which the Issuer communicated in current report no. 23/2016 are to be changed.

In relation to planned execution of the Annex, a new share acquisition agreement will be executed, based on which Fit Invest will acquire 22.5% of share capital in Fit Fabric for PLN 9 645 000 from Mr Marcin Wawrzycki, Ms Katarzyna Zgierska and Mr Tomasz Nowiński. In addition, in performance of the Agreement and also in accordance with the planned preliminary agreement Fit Invest will acquire the remaining 47.5% in share capital of Fit Fabric for no more than PLN 30 875 000 until 31 July 2021.

For the sake of protection of the legitimate interests of the Issuer, the disclosure of Inside Information about granting consent by the Supervisory Board of the Issuer for the execution of Annex to the Agreement and transactions described above was delayed starting from 4 October 2018 until the moment of signing of the Annex, and thus conclusion of all related negotiations. Immediate disclosure of the aforementioned information could have triggered specific market circumstances or third-party behavior, which, in the Issuer's opinion, could have potentially jeopardized the negotiations conducted with shareholders of Fit Fabric.

Promptly upon publication of this Report, the Issuer, acting pursuant to Article 17 item 4, third paragraph, of the MAR Regulation, will inform the Polish Financial Supervisory Authority about delay in disclosure of the said inside information, by filing a written explanation concerning fulfilment of the terms and conditions set forth in Article 17 item 4 letter points a) – c) of the MAR Regulation.

Execution of an Annex to Investment Agreement and acquisition of shares in Fit Fabric

Furthermore, in reference to current report No. 04/2017 of 12 January 2017 and current report No. 23/2016 of 1 July 2016, the Management Board of the Issuer, hereby announces that on 11 October 2018, Issuer’s subsidiary Fit Invest executed the following documents:

1. Annex to the Agreement, concerning investment into company Fit Fabric; the Annex was entered into with Mr Marcin Wawrzycki, Ms Katarzyna Zgierska, Mr Tomasz Nowiński, Mr Grzegorz Zgierski and with the Fit Fabric; and

2. Agreement for sale of shares in the Fit Fabric  (the “Share Sale Agreement”) and preliminary conditional agreement for sale of shares in Fit Fabric (the “Preliminary Agreement”); the said agreements were entered into with Mr  Marcin Wawrzycki, Ms Katarzyna Zgierska and Mr Tomasz Nowiński.

On the basis of the Share Sale Agreement, Fit Invest has acquired a block of 22.5% shares in the share capital of Fit Fabric at the aggregate price of PLN 9 645 000.00. As a result of the transaction, Fit Invest’s shareholding in Fit Fabric rose to 52.5%. The share acquisition transaction did not require an approval of concentration from the President of the Office of Competition and Consumer Protection.

The Issuer also announces that as a result of the execution of the Annex, the terms of acquisition of the remaining shares in the share capital of Fit Fabric have changed. In performance of the Agreement and also in accordance with the Preliminary Agreement, Fit Invest will acquire the remaining 47.5% in the share capital of Fit Fabric for no more than PLN 30 875 000 until 31 July 2021 with the final price paid conditional on financial performance of Fit Fabric.

Investment actions executed by the Issuer are aimed at providing the sports card users with broad access to a range of attractive sports and recreation facilities and the most popular fitness and training activities.

DateFirst name and surnamePosition/function
11 October 2018Izabela Walczewska-SchneyderMember of the Management Board
11 October 2018Grzegorz HaftarczykMember of the Management Board

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