RB: 44/2022
Date: 7 October 2022
Initiation of the process of reviewing of options for actions regarding the investment in the associated company Calypso Fitness S.A.
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the "Issuer", "Company") herby announces that on 7 October 2022 it has made a decision to initiate a process of a thorough review of options of possible activity ("Review") regarding the investment in the associated company Calypso Fitness S.A. ("Calypso Fitness") in connection with the substantial amounts of liabilities of Calypso Fitness to the Issuer, both payable as well as outstanding to be settled in future.

The Issuer owns 33.33% shares in the Calypso Fitness share capital; remaining shares are in the possession of: 50.10% - RING Capital Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (previously: Glastonbury Ventures Limited) and 16.57% - Cal Capital sp. z o.o. The Issuer had acquired shares in 2011-2014. The value of investment in Calypso Fitness in the Issuer's accounts amounts to 0 PLN. In addition the Issuer and subsidiaries from Issuer's capital group granted Calypso Fitness and its subsidiaries loans and fitness equipment leases in the amount of 67.6 million (as of the date of this report), which in the substantial part have been provisioned for as communicated by the Issuer in current report No. 12/2021 of 18 March 2021.

In the course of the planned Review the Issuer will consider various scenarios regarding the investment in Calypso Fitness and assets held by Calypso Fitness, including acquiring selected assets from Calypso Fitness or from its shareholders primarily, but not only, in exchange for full or partial settlement of Calypso Fitness liabilities to the Issuer. Thus the Review could be concluded with the Issuer executing one or more transactions, including transaction with Calypso Fitness. The Review could be also concluded with no actions pursued and maintaining current conditions.

The Management Board shall disclose to the public information on the developments of the Review process and decisions made in accordance with it.