RB 18/2018: Disposal of own shares by Benefit Systems S.A.


RB 18/2018

Date: 23 March 2018

Subject: Disposal of own shares by Benefit Systems S.A.

Legal basis:Art. 17 item 1 of MAR – inside information

 

Acting on the basis of art. 17 item 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse 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’), the management board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter ‘the Issuer’), hereby informs of the disposal of 11 632 (eleven thousand six hundred and thirty-two) of own shares with a nominal value of PLN 1,00 (one zloty) each, which together represent 0,43% of the Issuer's share capital and correspond to 11 632 (eleven thousand six hundred and thirty-two) votes at the Issuer's General Meeting, which constitutes 0,43% of the total number of votes (‘Own Shares’) to Fit Invest sp. z o.o. (‘Fit Invest’), a 100% subsidiary of the Issuer, in a block trade conducted on 23 March 2018 at the Warsaw Stock Exchange (‘Transaction’).

Price per share stood at to PLN 1 030 (one thousand thirty zlotys 00/100) with total value of the Transaction at PLN 11 980 960,00 (eleven million nine hundred and eighty thousand nine hundred and sixty zlotys).

The purpose of an acquisition of Own Shares by Fit Invest is to use them in transactions to take over other entities from the fitness industry as well as to settle the sale price for a stake in Zdrofit sp. z o.o. with its registered seat in Warsaw (‘Zdrofit’), bought by Fit Invest under agreements dated 30 January 2018 (‘Agreements’), about which the Issuer informed in the current reports: No. 06/2018 of 30 January 2018 (Agreements) and No. 11/2018 of 19 February 2018 (annexes to the Agreements).

According to the Agreements, Own shares transferred to Zdrofit are subject to the following lock-up conditions: no shares can be sold until 1 January 2019; no more than 50% of the shares can be sold after 1 January 2019; all of the shares can be sold after 31 December 2019.

 

DateFirst name and surnamePosition/function
23 March 2018Adam RadzkiMember of the Management Board
23 March 2018Izabela Walczewska-SchneyderMember of the Management Board