RB 69/2018
Date: 2018-08-09
Subject: Conclusion of an Annex no. 3 to the agreement on the division of Calypso Fitness S.A. dated 19.02.2018
Legal basis: Art. 17 item 1 of MAR – confidential information


The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter “the Issuer”), acting on the basis of Article 17 (1) of Regulation No 596/2014 of the European Parliament and of the Council on market abuse 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, with reference to the current report dated 19.02.2018, regarding the conclusion of the agreement (“Agreement”), dated 19.02.2018, between the Issuer, Fit Invest sp. z o.o. with its registered seat in Warsaw (“Fit Invest”), Glastonbury Ventures Limited with its registered seat in Limassol (“GVL”), Fitness Investment sp. z o.o. with its registered seat in Warsaw (“FIM”) along with Mr. Mikołaj Nawacki, the subject of which is defining the conditions for carrying out the multi-stage procedure of transforming Calypso Fitness S.A. with its registered seat in Warsaw (“Calypso Fitness”), informs that on 09.08.2018 the parties to the Agreement signed an Annex no. 3 to the Agreement.

Pursuant to the Annex no. 3 to the Agreement, the composition of assets that are to be separated from Calypso Fitness has changed in relation to that hitherto provided for under the Agreement and consists of assets (assets and liabilities) constituting 13 (thirteen) fitness clubs. The separated assets will be transferred to three separate entities (at the moment of separation in 100% the direct subsidiaries of the current shareholders of Calypso Fitness, i.e. a subsidiary of GVL (“NewCo1”), a subsidiary of Fit Invest (“NewCo2”) and a subsidiary of FIM (“NewCo3”). Furthermore, before initiating the division procedure of Calypso Fitness, NewCo1 will take over the Calypso Fitness contractual rights and obligations under the lease agreements of 5 (five) premises for the future fitness clubs. Subsequently, Fit Invest will acquire 100% shares in NewCo1 and NewCo3.