RB 37/2024: Conditional acquisition of Flais fitness clubs chain in Bulgaria

RB: 37/2024
Date: 20 June 2024
Conditional acquisition of Flais fitness clubs chain in Bulgaria
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 (the "Issuer") hereby announces that on 20 June 2024, the subsidiary of the Issuer – Next Level Fitness OOD with its registered seat in Sofia, as the buyer (the “Buyer”), concluded with, Mr. Doychin Vaskov Dochev, Mr. Valeri Dushkov Petrov and entities which are theirs 100% subsidiaries as sellers (hereinafter jointly as the "Sellers"), conditional agreement for the sale of shares, including certain assets, linked to Flais fitness clubs chain in Sofia, Bulgaria (the “Agreement”) (the “Transaction”).
The condition precedent in the Agreement relates to the receipt by the Buyer of a decision of the governmental authority responsible for the formulation and implementation of competition and consumer protection policy in Bulgaria giving unconditional approval for the concentration and the Transaction (the "Condition Precedent").

After conclusion of the Condition Precedent, as a part of the Transaction the Buyer will acquire from the Sellers:
1)    100% of shares in the share capital (hereinafter jointly the “Shares”) of the companies: Fitness Flais Corporation OOD, Power Ronic OOD, Happy Group 1 OOD, Fitness Flais Group OOD, Fitness Flais Pro OOD, Flais Fit OOD and Fit Energy OOD which are operating in total 11 fitness clubs under the name “Flais” and own 2 fitness clubs under construction, all located in Sofia (hereinafter jointly the “Companies”),
2)    selected assets adherent of 6 fitness clubs (including 2 fitness clubs under construction) located in Sofia and will conclude new lease contracts concerning those fitness clubs,
3)    right to word-graphic trademark Flais

The total valuation of the Transaction is around EUR 15 million and final amount is dependant on amount of net debt and valuation of net working capital of the Companies, calculated according to the provisions of the Agreement (the “Sale Price”).

Settlement under the Agreement is effected in installments as follows:
(i) the first installment of 92% of the Sale Price – paid on day of conclusion of agreement to transfer Shares to the Buyer, after conclusion of the Condition Precedent (the “Transaction Day”),
(ii) the second installment of remaining 8% of the Sale Price – paid after 15 months from the Transaction Day after conclusion of requirements as specified in the Agreement.

The Agreement also contains provisions on safeguards for its implementation and otherwise provisions that do not deviate from current standards for this type of agreements.

The Sellers are not related to members of the Issuer's bodies.

DateFull NamePosition/Function
2024-06-20Marcin FojudzkiManagement Board Member
2024-06-20Emilia RogalewiczManagement Board Member