RB: 26/2021
Date: 7 July 2021
Commencement of the sale (further resale) of the Company’s treasury shares and entering into the Placement Agreement
Legal basis: Art. 17 item 1 of MAR – inside information.

Text of the report:

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.
The Management Board of Benefit Systems S.A. with its registered office in Warsaw (the “Company”, the “Issuer”) hereby informs that on 6 July 2021 a decision was made to take actions aimed at selling (further reselling) up to 118,053 treasury shares of the Company (the “Treasury Shares”) the acquisition of which was disclosed to the public in the past by the Company in the respective current reports.

The sale of the Treasury Shares (the “Offering”) will be effected in an undocumented public offering addressed solely to (i) institutional investors outside the United States of America in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), including, without limitation, to “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) or to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for which reason the requirement to publish a prospectus will not apply in accordance with Articles 1.4(a) and/or 1.4(d) of the Prospectus Regulation; and (ii) in the United States of America, to a limited number of persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act and/or under another exemption under the U.S. Securities Act.

Furthermore, the Management Board of the Company informs that the Offering will be commenced immediately following the publication of this current report and will be conducted through a book-building process among the investors mentioned above. Subject to the market conditions, the Management Board of the Company expects that the book-building process will be completed by 9 July 2021 (subject to acceleration).

It is the Issuer’s intention to use the proceeds from the sale of the Treasury Shares for the following goals: investments in the selected fitness locations or the entities operating on the fitness market in Poland, development of business on the Turkish market, acquisitions of the entities operating in the new technologies area, supporting the development of the products offer of the Company group, in particular MultiLife.

The ultimate numbers of the Treasury Shares to be offered for acquisition by the investors and the sale price of the Treasury Shares will be determined by the Management Board of the Company upon the completion of the book-building process, depending on the level of investors’ interest in the acquisition of the Treasury Shares.

The Treasury Shares will be ultimately offered to such investors who will be indicated in a resolution of the Management Board adopted upon the completion of the book-building process.

The sale of the Treasury Shares by the Company is expected to take place on 9 July 2021, by execution of block trades on the Warsaw Stock Exchange.

Furthermore, on 6 July 2021 the Company entered into a conditional placement agreement for the Treasury Shares with WOOD & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Polsce (“WOOD & Company”) and Trigon Dom Maklerski S.A. (“Trigon”; WOOD & Company and Trigon are collectively hereinafter referred to as the “Managers”) (the “Placement Agreement”).

WOOD & Company is acting as the Global Coordinator and Joint Bookrunner and Trigon as the Joint Bookrunner in relation to the Offering.

Pursuant to the Placement Agreement, the Managers agreed to provide services for the purpose of the placement of the Treasury Shares on the terms set out in that Agreement, and in particular to use their best efforts to solicit potential investors and solicit the acquisition of the shares by such investors. However, the Managers are under no obligation to guarantee the success of the sale of the Treasury Shares. The Placement Agreement contains standard conditions for Managers’ undertakings encountered in such agreements entered into in connection with transactions similar to the Treasury Shares’ offering, including conditions related to force majeure and the occurrence of a material adverse change of the Company’s situation. The Placement Agreement also contains representations and warranties concerning the Issuer, its capital group and their operations, within the standard scope of such representations and warranties made by the entities disposing securities in such agreements related to transactions similar to the Treasury Shares’ offering. The Placement Agreement may be terminated on the terms specified therein, including in the event of failure of entering into the pricing supplement to the Placement Agreement, in which the parties to the Placement Agreement will agree, inter alia, the sale price of the Treasury Shares. The Placement Agreement is governed by the laws of the Republic of Poland and subject to jurisdiction of Polish courts. The Placement Agreement stipulates that the Managers and other persons named in the Placement Agreement shall be indemnified and held harmless against certain claims, liabilities or costs that might be sought from or raised against the Managers or other designated persons in connection with the Placement Agreement (indemnity clause).

Subject to customary exemptions and certain other exemptions agreed between the Issuer and the Managers (including in particular, the incentive schemes incorporated as at the Date of the Placement Agreement), the Issuer has agreed under the Placement Agreement not to issue, sell or offer shares for a period from the date of execution of the Placement Agreement until the lapse of 180 days following the execution of the Placement Agreement (the “Lock-up Restriction”). The Lock-up Restriction ceases to apply in the event of termination of the Placement Agreement on the terms specified therein, including in case of the failure of entering into the pricing supplement to the Placement Agreement.

For the purpose of the Offering, the disclosure to the public of a prospectus or an information memorandum is not required and the Issuer is not carrying out and will not carry out any promotional activities in respect of the Offering.

Disclaimer:

This current report was prepared in accordance with Article 17 Section 1 of Regulation 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 the Company exclusively in order to provide essential information on the execution of the Placement Agreement by Benefit Systems S.A., WOOD & Company Financial Services, a.s. Spółka Akcyjna, Oddział w Warszawie and Trigon Dom Maklerski S.A. and the commencement of the sale (further resale) of the Company’s treasury shares. This current report is by no means intended, whether directly or indirectly, to promote the sale of the treasury shares of the Issuer and does not represent promotional material or advertisement prepared or published by the Company for the purpose of advertising the sale of the treasury shares of the Issuer for the purpose of encouraging an investor, whether directly or indirectly, to acquire the treasury shares. The Company has not published any materials aimed at promoting or advertising the sale of the treasury shares of the Issuer.

This material is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This current report contains (or may contain) certain forward-looking statements relating to the Company's current expectations and projections of future events. These statements, which sometimes use words such as "intend", "anticipate", "believe", "aim", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs and expectations of the Company's management and involve a number of risks, uncertainties and assumptions that may occur in the future, are beyond the Company's control and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied by the forward-looking statements. Statements 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 assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements that reflect only beliefs as of the date of this current report. Nothing in this current report constitutes or is intended to constitute a forecast or estimate of earnings or to suggest that the Company's earnings in the current or future financial year will meet or exceed the Company's historical or published earnings. Due to these risks, uncertainties and assumptions, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.

This current report is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of the securities described herein in Canada or any province or territory thereof. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this current report, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence. Under no circumstances is this current report to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada.

This current report does not identify or suggest, and is not intended to identify or suggest, risks (direct or indirect) that may be associated with an investment in the Treasury Shares. Any investment decision to purchase Treasury Shares pursuant to the offer, subscription 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.