RB 6/2018 
Date:30 January 2018
Subject: Delayed disclosure of inside information and execution of Annex 2 to Investment Agreement of 2 December 2013 and of agreements for sale of shares in Zdrofit sp. z o.o.
Legal basis: Art. 17 act 4 MAR – delayed disclosure of inside information

Acting on the basis of Article 17 Sec. 1 and 4 of Regulation (EU) 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 (hereinafter, the ‘MAR Regulation’), the Management Board of Benefit Systems S.A. with its registered office in Warsaw (hereinafter, the ‘Issuer’) hereby publicly announces an inside information, the disclosure of which was delayed pursuant to Article 17 Sec. 4 of the MAR Regulation.

The content of the inside information the announcement of which was delayed:

‘The Management Board of the Issuer hereby announces that on 22 December 2017, Fit Invest sp. z o.o. with its registered office in Warsaw, which is a subsidiary of the Issuer (hereinafter, the ‘Fit Invest’), sent to the following persons: Mr Jakub Raniszewski, Mr Przemysław Szczęsny, Mr Kamil Wróblewski, Ms Aneta Katarzyna Warsinska, Ms Monika Bronikowska, Mr Daniel Tomasz Smajek and Mr Rafał Ludwik Klimczewski who are shareholders of Zdrofit Sp. z o.o. with its registered office in Warsaw (hereinafter, the ‘Company’), an invitation to negotiate terms and conditions of Fit Invest’s acquisition from them of 1 349 shares in the share capital of the Company which account for 44.97% of all the shares in the share capital of the Company (hereinafter referred to as the ‘Shares’), by way of changing the method of acquisition of Shares which was established on the basis of Investment Agreement of 2 December 2013, as amended by Annex of 22 June 2016, i.e. by departing from the mechanism based on the exercising of the put and call options, and, instead of it, by Fit Invest acquiring Shares in performance of Share sale agreements to be concluded to this end (hereinafter referred to as the ‘Transaction’).’

For the sake of protection of the legitimate interests of the Issuer, provision of inside information that Fit Invest entered into negotiations with a view to establishing the terms and conditions of the Transaction was delayed starting from 22 December 2017 until the time when all the issues related to Fit Invest’s accession to the Transaction would be ultimately resolved.  A disclosure of the aforesaid information before the above-specified events occurred could trigger specific market circumstances or third-party behaviour that, in the Issuer’s judgment, could have potentially jeopardized the negotiations with the shareholders in the Company.

Promptly upon publication of this Report, the Issuer, acting pursuant to Article 17 Sec. 4, third paragraph, of the MAR Regulation, will inform the Polish Financial Supervisory Authority about delay in disclosure of the said inside information, by filing a written explanation concerning fulfilment of the terms and conditions set forth in Article 17 Sec. 4 letter points a) – c) of the MAR Regulation.

Annex No.2 to Investment Agreement of 2 December 2013, which already was amended on the basis of annex executed on 22 June 2016 (hereinafter referred to as the “Agreement”), concerning the Company and acquisition of shares in the share capital of the Company.

Furthermore, in reference to Current Report No. 19/2016 of 22 June 2016, the Management Board of the Issuer hereby announces that on 30 January 2018, Mr Jakub Raniszewski, Mr Przemysław Szczęsny, Mr Kamil Wróblewski, Ms Aneta Katarzyna Warsinska, Ms Monika Bronikowska, Mr Daniel Tomasz Smajek and Mr Rafał Ludwik Klimczewski, who are shareholders in the Company (hereinafter, the “Shareholders”), the Issuer and Fit Invest executed Annex No. 2 to the Agreement, that has amended, effective as of 30 January 2018, the content of the Agreement concluded among them (hereinafter, the ‘Annex’).

Furthermore, in connection with the amendments to the Agreement introduced on the basis of the Annex, on 30 January 2018, Fit Invest executed agreement for sale of shares in the share capital of the Company with each of the Shareholders (hereinafter, the ‘Sale Agreement’).

On the basis of the Sale Agreement, Fit Invest will acquire from the Shareholders 1 349 Shares in aggregate, accounting for 44.97% of the share capital of the Company, at the total price of PLN 52 500 226 (hereinafter, the ‘Price’).

The Price will be paid until 28 February 2018. Transfer of title to the Shares to Fit Invest will take place on the date when the Shareholders’ bank accounts are credited pro rata respectively with the Price. As a result of the transaction, Fit Invest will be holding 100% of shares in the share capital of the Company.

Sustainable development and promotion of active and healthy lifestyle are the overriding goals of the Issuer. The undertaken investment activities are aimed at providing, in the long-term perspective, of a stable base of fitness clubs cooperating with the Issuer to the Issuer and to the users of the sports cards offered by the Issuer’s Capital Group as well as guaranteeing of availability of an offer of the most popular sessions, including in particular gym and fitness sessions to the growing number of sports cards users. Acquisition of all the shares in the Company will allow the Issuer to further develop dynamically the network of fitness clubs under the brand name of Zdrofit based on a proven business model.

The Company, which has been a part of the Issuer Capital Group since December 2013, operates 17 fitness clubs in Warsaw, Legionowo, Otwock and Wołomin, with the total area of approx. 17 thousand square metres.