Current report 11/2018 dated 17 May 2018
Determination of material terms of the transaction and conclusion of the share purchase agreement by a subsidiary of Wirtualna Polska Holding S.A.
Legal basis: Article 17 sec. 1 of the Market Abuse Regulation – confidential information
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. ("Company" or "WPH") hereby informs that on May 17, 2018 Wakacje.pl S.A. with its registered office in Gdańsk (hereinafter "Wakacje.pl" or "the Buyer"), a subsidiary of WPH agreed significant terms of the transaction and concluded with three natural persons - Polish citizens and EVG Invest sp. o.o. with a registered office in Warsaw (jointly "Seller", "Parties") a shares purchase agreement under which Wakacje.pl will acquire a total of 700 shares with a par value of PLN 500 each, in the share capital of My Travel sp. z oo, with its registered office in Warsaw, entered to the Register of Entrepreneurs of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under number 0000367515, share capital PLN 350,000 ("MyTravel") ("Shares") representing 100% of the share capital and entitling to exercise 100% of votes at the shareholders' meeting of MyTravel ("Share Purchase Agreement").
The final Sale Price was determined as the product of the normalized MyTravel EBITDA for the financial year 2018 and the multiplier established by the Parties. The sale price will be paid in three installments. The Management Board of WPH expects that the final settlement of the Sale Price will take place in the third quarter of 2019. The parties agreed that the Sale Price will not be lower than PLN 10,000,000 (in words: ten million zlotys) and will not be higher than PLN 19,000,000 (say: nineteen million zlotys) in each case.
The first Sale Price Tranche has been set at approximately PLN 7,900,000 (in words: approximately seven million nine hundred thousand zlotys). The legal title to the Shares will pass to the Buyer upon the Buyer's payment of the First Tranche, which will take place on the day of the Share Purchase Agreement.
The payment of the First Tranche of the Sale Price will be financed from Wakacje.pl own funds.
The remaining conditions of the Share Purchase Agreement do not differ from those commonly used in this type of agreements. No conditions or deadlines were stipulated in the Share Purchase Agreement.
My Travel operates a franchise network for the sale of tours and other tourist services. As part of the network, there are 116 stationary salons, which ensures its position as the largest agency network on the Polish market.
Legal basis: Art. 17 (1) 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
ul. Jutrzenki 137 A
tel.: +48 22 57 63 900
fax: +48 22 57 63 901