RB: 14/2025
Date: 10 March 2025
Entering into a conditional agreement to acquire 100% of share capital of Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. and disclosure of delayed inside information
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT.
The Management Board of Benefit Systems S.A. (“Company”, “Issuer”) announces that on 10 March 2025, the Company, as buyer, entered into a conditional agreement to acquire 100% of the shares in the share capital of Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. with its registered seat in Istanbul, Turkey (“Mars Spor Kulübü”) and, indirectly, its subsidiaries (collectively, the “MAC Group”), with Vector Capital S.à r.l. and Odyssey S.à r.l., as sellers (the “Transaction”).
Closing of the Transaction is subject to the approval of the Turkish antitrust authority regardless of the fulfilment of other conditions precedent typical for this type of transaction.
The purchase price for 100% of the shares of Mars Spor Kulübü (equity value) has been set at USD 420 million as of December 31, 2024 (the MAC Group's net cash as of that date was USD 14 million), plus an incremental remuneration of 7% per annum calculated from January 1, 2025 until the closing date of the Transaction (the “Price”), in accordance with the adopted locked-box settlement formula. At the same time, the Price may be reduced by the equivalent of unauthorized cash outflows from the MAC Group (so-called leakage).
The company will finance the Transaction with own funds, planned share issue and debt financing. The decision regarding the participation of individual sources in the financing of the Transaction will be made by the Company after the completion of the share issuance. Completion of the Transaction is not conditional on the share issuance.
The acquisition of MAC Group is an important step in the implementation of Benefit Systems Capital Group's strategy assuming, among other things, a significant expansion of the fitness clubs network by more than 300 locations over three years, with more than half of them located in foreign markets.
The Issuer's management expects the Transaction to accelerate growth in the Turkish market and make the Benefit Systems Group a significant player in the fitness industry in Turkey.
The MAC Group is a leader in the fitness club market in Turkey, where it operates fitness club chain under the brands MAC Fit, MAC One, MAC Studio, a chain of spa salons under the Nuspa brand and a popular mobile application. The MAC Group:
- operates 121 fitness clubs, of which 80 in Istanbul, 14 in Ankara and 9 in Izmir as of 2024-year end;
- had 305 thousand gym members (B2C) and 1.4 million digital only members at the end of 2024;
- achieved revenues of USD 112 million and EBITDA of USD 50 million (excluding the impact of IFRS16) in 2024;
- plans to open approximately 26 new clubs in 2025 and approximately 22 in 2026;
The Company's Supervisory Board has approved the Transaction.
The Company will report on the next significant stages of the Transaction in separate current reports.
At the same time, the Company, acting pursuant to Article 17 (1) of MAR, hereby disclosed delayed inside information regarding the conclusion of exclusivity agreement setting forth the key commercial parameters for the Company's acquisition of 100% of the shares in the share capital of Mars Spor Kulübü (the “Inside Information”).

Content of the delayed Inside Information:
“The Board of Directors of the Company announces that on February 27, 2025, the Company entered into an agreement of transaction exclusivity (the “Exclusivity Agreement”) with the shareholders of Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. with its registered seat in Istanbul, Turkey (“Mars Spor Kulübü”).  
Pursuant to the Exclusivity Agreement, the Company acquired the exclusive right until March 7, 2025 to enter into an agreement to acquire 100% of the shares in the share capital of Mars Spor Kulübü and, indirectly, its subsidiaries (collectively, the “MAC Group”) (the “Transaction”). The MAC Group operates a chain of fitness clubs in Turkey under the brands MAC Fit, MAC One, MAC Studio and a spa under the brand Nuspa.  
The Exclusivity Agreement established, in particular, the key commercial parameters of the Transaction. The purchase price for 100% of Mars Spor Kulübü shares (equity value) has been set at USD 420million as of December 31, 2024 (the MAC Group's net cash as of that date was USD 14 million), and will be increased by an incremental remuneration of 7% per annum, calculated from January 1, 2025 until the closing date of the Transaction (the “Price”), in accordance with the adopted locked-box settlement formula. At the same time, the Price may be reduced by the equivalent of unauthorized cash outflows from the MAC Group (so-called leakage).
The execution of the conditional share purchase agreement in the Transaction (the “Conditional Share Purchase Agreement”) is subject to, among other things, (i) the final determination of its content, (ii) the Company's Supervisory Board's approval of the Transaction, and (iii) the positive completion of confirmatory due diligence.
The Company will report on the next significant stages of the Transaction in separate current reports.”
Reasons justifying the delay in providing the Confidential Information:
In the opinion of the Management Board of the Company, at the time of the decision to delay the Inside Information, the delay met the conditions set forth in the MAR Regulation and the European Securities and Markets Authority's Guidelines on Market Abuse Regulation of October 20, 2016, issued pursuant to Article 17(11) of the MAR Regulation. (ESMA Guidelines )
In the opinion of the Management Board of the Company', immediate disclosure of the Inside Information could violate the Company's legitimate interests. The parties to the Transaction have not yet agreed on the final content of the Conditional Share Purchase Agreement. Premature disclosure of the terms and conditions of the Transaction could weaken the Company's negotiating position and increase the risk of competitive actions that could alter the key commercial parameters of the Transaction or even jeopardize its completion.
In addition, premature disclosure of the Inside Information could cause the public to erroneously believe that the Transaction has already been finalized or that its finalization is a foregone conclusion, even though the parties have not yet agreed on the final content of the Conditional Share Purchase Agreement.
In the opinion of the Management Board of the Company, there are no indications that the delayed disclosure of the Inside Information may have misled the public as to the likelihood of the occurrence and terms of the Transaction.
The Management Board of the Company has taken the steps required by the MAR Regulation to maintain the confidentiality of the delayed Inside Information until it is made public, in particular by applying the internal information circulation and protection procedures implemented at the Company's group level. At the time of the decision to delay disclosure of the Inside Information, a list of persons with access to the Confidential Information was drawn up in accordance with Article 18 of the MAR Regulation, which will be monitored on an ongoing basis and updated as necessary.
The Inside Information has been delayed for the duration of the negotiations - until the conclusion of the Conditional Share Purchase Agreement.
Information on the possible positive completion of negotiations and conclusion of the Conditional Share Purchase Agreement will be provided by the Company's Management Board in a separate current report.
Pursuant to the wording of the third paragraph of Article 17(4) of the MAR Regulation, immediately after the delayed Confidential Information is made public, the Company will inform the Financial Supervisory Commission of the delayed disclosure of the Confidential Information, together with an indication of the fulfilment of the prerequisites for such delay, in accordance with Article 4(3) of the Commission Implementing Regulation EU No. 2016/1055.
IMPORTANT NOTICES
This current report has been prepared in accordance with Article 17.1 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.
This current report is solely for information purposes and is published by Benefit Systems S.A. (the “Company”) exclusively in order to provide essential information about Mars Spor Kulübü ve Tesisleri İşletmeciliği A.Ş. with its registered office in Istanbul, Turkey (the “Target”) and the Company together with its group in relation to the proposed acquisition of 100% of the shares of the Target, as well as the envisaged sources of financing of the acquisition, including the contemplated increase of the Company’s share capital and the contemplated offering (the “Offering”) of the Company’s newly issued shares (the “Offer Shares”).
This current report is by no means intended, whether directly or indirectly, to promote the Offering or subscription for the Offer Shares or any other shares in the Company and does not represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the Offer Shares or their subscription or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for any shares in the Company, including the Offer Shares. The Company has not published and has no intention of publishing any materials aimed at promoting the Offer Shares or any other shares in the Company, or their subscription or purchase after the date of this current report.
This current report and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This current report is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company, including the Offer Shares, in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This current report has not been approved by any supervising authority or stock exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Offer Shares (if and once issued) will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offer Shares (if and once issued) will not be approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor will any of the foregoing authorities pass upon or endorse the merits of the Offering. Subject to certain exceptions, the Offer Shares may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
The Offering (if any) will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time (including any relevant implementing measure in any member state, the “Prospectus Regulation”), from the requirement to produce a prospectus. The Offer Shares may only be offered and sold outside the United States in offshore transactions as defined in and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended, or pursuant to another exemption or exemptions from registration requirements in the United States of America or other jurisdictions. This current report is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.
No prospectus will be made available in connection with the matters contained in this current report and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This current report and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation (“Qualified Investors”)); and (b) in the United Kingdom, only at investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (c) are qualified institutional buyers in the United States as defined in Rule 144A under the U.S. Securities Act (all such persons together being referred to as “Relevant Persons”). This current report and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this current report and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons
This current report has been issued by, and is the sole responsibility of, the Company. None of the investment firms involved in connection with the Offering (the “Managers”) nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this current report or for any other statement made or purported to be made by or on behalf of the Managers or any of their respective affiliates in connection with the Company, the Offer Shares or their offering and/or subscription.
This current report contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the Company’s management board’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company’s control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this current report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this current report. No statement in this current report is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
This current report does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares (if and once issued). Any investment decision to subscribe for or acquire the Offer Shares in the Offering (if any), subscription and/or sale of such shares must be made solely on the basis of publicly available information, which has not been independently verified by the Managers.
The information in this current report may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation concerning any investor’s option with respect to the Offering (if any) and/or subscription of the Offer Shares (if and once issued). Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.