RB: 27/2024
Date: 19 April 2024
Conclusion of contracts regarding the acquisition and taking up shares in SmartLunch S.A. in exchange for inter alia shares in Lunching sp. z o.o.
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

Management Board of Benefit Systems S.A. with its registered seat in Warsaw (the "Issuer") hereby announces that on 19 April 2024, the Issuer, as the buyer, concluded with shareholders ofSmartLunch S.A. with its registered seat in Wrocław ("Company"), i.e. inter alia Mr Michał Andrzej Obłąk (the "Seller 1"), Mr Krzysztof Zdzisław Gąsior (the "Seller 2"), Mr Paweł Korczak (the "Seller 3") and LF Akcelerator sp. z o.o. with its registered seat in Wrocław ("LF Akcelerator") and other shareholders (hereinafter jointly referred to as "Shareholders"), investment agreement, shareholders agreement and shares sale agreements (hereinafter jointly referred to as "Agreements").

Under the Agreements:

1) On the date of the Agreement, the Issuer acquired 34,269 ordinary registered series A shares from the Sellers for total selling price of PLN 6.5 million,

2) The Issuer will take up 168,889 newly issued ordinary registered series B shares, which will be covered by cash contribution of PLN 32 million,

3) The Issuer will take up 109,778 newly issued ordinary registered series B shares, which will be covered by non-cash contribution in the form of 100% of the share capital of Lunching sp. z o.o. with its registered seat in Kraków and loan issued by the Issuer to Lunching sp. z o.o. in the amount of PLN 0.6 million as of 31 March 2024.

As a result of the provisions of the Agreements and i.a. registration by the registry court of the increase in the Company's share capital and entries in the register of shareholders the Issuer will become the shareholder of the Company owning 312,936 shares in the Company constituting 18.53% of the share capital of the Company entitling to 18.53% votes at the general meeting of the Company. As a result of the provisions of the Agreements LF Akcelerator will remain a main shareholder with 39.26% of the share capital of the Company entitling to 39.26% votes at the general meeting of the Company.

The Agreements also specifies other obligations of the parties to the Agreements and others not deviating from the applicable standards for this type of agreements.

Estimated value of the transaction of acquisition/taking up shares of the Company by the Issuer amounts to PLN 59.3 million.

The Company operates in the field of comprehensive service of corporate nutrition processes, offering services of running canteens, providing employee catering, selling lunch cards and restorative meals as well as operating vending machines. According to preliminary financial data, the Company generated PLN 136.4 million in revenue in 2023 and serves more than 500 customers.

The Shareholders, including Seller 1, Seller 2 and Seller 3 are not related to any member of the Issuer's governing bodies.