RB: 45/2022
Data: 10 November 2022
Update 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, Poland (hereinafter: the "Issuer" or the "Company") announces that as part of the ongoing Review, of which the Company informed in Report No. 44/2022 published on October 7, 2022 (the "Report"), on November 9, 2022, among others, the shareholders of Calypso Fitness S.A. ("Calypso Fitness" or "CF"), which are: Camaro FIZAN (identified in the Report as RING Capital FIZAN - a subsidiary of Mr. Mikołaj Nawacki) ("Camaro"), the Issuer and Cal Capital sp. z o.o. (a person closely related, within the meaning of MAR, to the chairman of the Issuer's supervisory board) ("CC") decided on the following key elements of the transaction, which is intended, among other things, to settle Calypso Fitness' liabilities to the Issuer (the "Transaction"):

As part of the Transaction, the Issuer may acquire:

(a) shares in companies with assets separated from CF in the form of twelve organized parts of the CF enterprise (fitness clubs) located in the Tri-City (6), Szczecin (4), Warsaw (1) and Wroclaw (1), and

(b) one fitness club outside the spin-off procedure.

(a total of 13 fitness clubs hereinafter referred to as "Fitness Clubs"). The spin-off will be carried out by transferring the twelve Fitness Clubs to three acquiring companies (whose sole shareholders are the respective shareholders of Calypso Fitness) in accordance with CF's spin-off plan. The spin-off will be carried out pursuant to Article 529 § 1(4) of the Companies Act by spin-off, which, pursuant to Article 530 § 2 of the Companies Act, will take place on the date on which the increase in the share capital of each of the acquiring companies is entered in the Register of Entrepreneurs of the National Court Register.

It is the intention of the CF shareholders that the Issuer will ultimately acquire from the other CF shareholders (i.e., Camaro and CC) the two acquiring companies owned by them, as a result of which the Issuer may become the sole shareholder of all the acquiring companies (the "Fitness Clubs Acquisition").

At the current stage of negotiations, the parties to the Transaction have agreed that the total valuation of the Fitness Clubs' equity will be PLN 43.2 million, and the maximum total price for the acquisition of the acquiring companies from Camaro and CC will be PLN 28.8 million (67% of the total valuation, in proportion to the shares held in CF), and will be paid through: (i) transferring to the other CF shareholders, respectively, CF liabilities to the Issuer in the total amount of PLN 17.8 million, and (ii) payment of cash in the amount of PLN 11.0 million to Camaro. The payment of cash referred to above is conditional, subject to the fulfillment of certain conditions of the Transaction, and will be deferred over time.

As part of the Transaction, the Issuer may additionally acquire 51.9% of shares in the share capital of Instytut Rozwoju Fitness sp. z o.o., based in Warsaw ("IRF"). The maximum price for the acquisition of shares in the share capital of IRF will amount to PLN 13.0 million and will be paid to CF by way of set-off against CF liabilities to the Issuer.

The final assumption of CF shareholders is to fully settle CF's liabilities to CF shareholders, including, among others, by increasing CF's share capital and converting the liabilities remaining after the Transaction into shares in CF’s increased share capital.

The Issuer’s Management Board, in connection with the ongoing negotiations, will keep the public informed of decisions related to the Transaction.