RB: 5/2023
Date: 28 February 2023
Update of the process of reviewing of options for actions regarding the investment in the associated company Calypso Fitness S.A. – conclusion of agreement and executive agreements.
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, on February 28, 2023, among others, the shareholders of Calypso Fitness S.A. ("Calypso Fitness" or "CF"), which are: the Company, Camaro Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych ("Camaro"), and Cal Capital sp. z o.o. ("CC") concluded (i) an agreement, in which key elements of the transaction, of which the Company informed in Report No. 45/2022 published on November 10, 2022, have been confirmed and (ii) executive agreements (hereinafter collectively: “Transaction”).
In view of the above the Company informs, that the Transaction will be concluded as a multistage transaction:
I. As a part of the first stage of the Transaction:
1) The Issuer will conclude conditional agreements to acquire 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).
The condition for the transfer of ownership of above mentioned companies is, pursuant to the Article 530 § 2 of the Companies Act, a registration of the CF spin-off in accordance with CF's spin-off plan concluded on October 7, 2022. In view of the above on February 28, 2023 shareholders of CF adopted resolution on spin-off carried out pursuant to Article 529 § 1(4) of the Companies Act.
The total consideration for the acquisition of the companies from Camaro and CC will be PLN 28.8 million 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 (the “Liabilities 1”), and (ii) payment of cash in the amount of PLN 11.0 million to Camaro. The payment of cash referred to above is conditional, standard for this kind of transaction.
2) The CF’s liabilities toward the Company in the amount of PLN 14.5 million (the “Liabilities 2”) will be settled by increasing CF's share capital and converting the liabilities into shares in CF’s increased share capital. (“Share Capital Increase”)
3) On the date of the Share Capital Increase registration by the appropriate registry court the Issuer will redeem CF’s indebtedness arising from interest on loans toward the Company in the amount of PLN 10.3 million
4) Outside of above mentioned spin-off procedure, the rights and obligations arising from rental agreement of an additional fitness club localized in Tri-City will be transferred to the Issuer from CF.
II. As a part of the second stage of the Transaction:
The Issuer will conclude conditional agreements to acquire shares in companies with assets separated from CF in the form of three organized parts of the CF enterprise (fitness clubs) located in the Warsaw (1), Kraków (1) and Częstochowa (1).
The condition for the transfer of ownership of above mentioned companies is, pursuant to the Article 530 § 2 of the Companies Act, a registration of the CF spin-off, which will be agreed upon as a part of additional spin-off plan, which will be concluded not later than April 30, 2023.
The total consideration for the acquisition of the companies from Camaro and CC, into which two out of the three above mentioned fitness clubs will be separated, will amount to PLN 4 million and will be paid in cash.
After conclusion of above mentioned stages of the Transaction the Issuer will be entitled to PLN 17.8 million liabilities from CF, which the Company may additionally settle in further stages of the Transaction as a part of the ongoing Review. The Issuer, will keep the public informed of decisions related to the conclusions of the Review.