RB 16/2019
Date: 24 April 2019
The launching of shareholders agreements programme with key persons intended to develop the companies of the Foreign Segment
Legal basis: Article 17 Sec. 1 MAR - inside information

Text of the report:

Further to adoption, by its Management Board on 24 April 2019, and by its Supervisory Board on 24 April 2019, of the respective resolutions, Benefit Systems S.A. with its registered seat in Warsaw (hereinafter the “Company” or the “Issuer”) hereby announces that assumptions have been adopted for programme (hereinafter, the “Programme”) of entering into shareholders agreements with key persons with a view to developing companies of the Foreign Segment, i.e. Benefit Systems International sp. z o.o. with its registered seat in Warsaw (hereinafter referred to as “BSI”), Benefit Systems Greece MIKE with its registered seat in Athens (hereinafter referred to as “BS Greece”), Benefit Systems d.o.o. with its registered seat in Zagreb (hereinafter referred to as “BS Croatia”) Benefit Systems Bulgaria EOOD with its registered seat in Sofia (hereinafter referred to as “BS Bulgaria”) and companies on new markets (in the event that the Company enters new foreign markets), as part of which the key persons will become minority shareholders in the aforementioned companies, respectively.

The main assumptions of the Programme are as follows:

1. As a consequence of the planned increase of the share capital of BSI, the Company will sell, to the persons of key importance for BSI, up to 2.8% of all the shares in BSI. Furthermore, as a consequence of the planned increases of the share capital of BS Greece and of BS Croatia, the persons of key importance for each of these companies will take up, respectively, up to 5.0% of all the shares in each of the companies, and the key person of BS Bulgaria will take up to 5.5% shares in the company. In the event of entering new foreign markets, the key persons in each of new foreign companies will take up to 5.0% of all the shares in each such company. The Company shall sell the shares in BSI to the key persons and the key persons shall take up shares in BS Greece, BS Croatia, BS Bulgaria and, as far as entering new foreign markets is concerned, they shall take up shares in new foreign companies at a price not lower than the fair value of such shares. The key persons shall take up or acquire shares in the aforementioned companies as a consequence of entering into shareholders agreements (the “Shareholders Agreements”).  The Shareholders Agreements will regulate the rights and obligations of the key persons and other shareholders in each of the aforementioned companies.

2. The Company will use endeavors so as to procure, by the end of 2026, a third party investor for the companies of the Foreign Segment, with the possibility of an initial public offering of BSI shares (following its prior transformation into a joint stock company). Consequently, the key persons will be able to sell the shares acquired under the Programme. As far as the initial public offering of shares in BSI is concerned, the shareholdings of the key persons of BS Greece, BS Croatia and of new foreign companies will be first transformed (converted) into stocks representing jointly no more than 5.0% of the share capital of BSI. In the event that the above-described assumptions are not implemented by specific deadline (i.e. by the end of 2026), starting from 1 January, 2027, the key persons at BSI, BS Greece and BS Croatia shall be entitled to exercise put options under their shareholders agreements with respect to the Company or BSI, respectively. The options shall entitle the key person to request the Company or BSI, respectively, to repurchase the shares / stocks held by them at prices calculated on the basis of the financials for the preceding financial year in accordance with price formulas as specified in specific Shareholders Agreements. Starting from April 2020, the key person at BS Bulgaria shall have the right to exercise the put option granted to them under the Shareholders Agreement against BSI with respect to the portion of the shares in the company held by them at a fixed price. In the following years, the key person shall be entitled to exercise put options for portions of or once-off put options for all of their shares until the end of 2026 at prices calculated on the basis of the financial ratios for the preceding financial year in accordance with price formulas as specified in specific Shareholders Agreements.