RB 53/2023: 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.

RB: 53/2023
Date: 30 October 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. 45/2023 published on September 8, 2023 (the "Report") 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") on October 30, 2023 concluded (i) an agreement, in which key elements of the transaction, of which the Company informed in the Report have been confirmed and (ii) executive agreements i.e.
1. The Issuer concluded conditional agreements to acquire shares in companies with assets separated from CF in the form of five organized parts of the CF enterprises (fitness clubs) located in Warsaw (2), Katowice (2), Bytom (1). The condition for the transfer of ownership of above mentioned companies is, pursuant to the Article 530 § 2 of the Commercial Companies Code, a registration of the CF spin-off in accordance with CF's spin-off plan concluded on September 8, 2023.
2. In view of the above on October 30, 2023 shareholders of CF adopted resolutions on spin-off executed pursuant to Article 529 § 1 point 4 of the Commercial Companies Code.
3. The consideration for the acquisition of the company from Camaro (into which assets of 2 fitness clubs located in Katowice and Warsaw will be transferred as a result of spin-off) will amount to PLN 9,770,000.00. The consideration for the acquisition of the company from CC (into which assets of 1 fitness club located in Bytom will be transferred as a result of spin-off) will amount to PLN 3,246,000.00. The consideration for the acquisition of companies from Camaro and CC will be settled through payment of cash and is conditional, standard for this kind of transaction. Outstanding liabilities of the acquired clubs towards third parties, not settled as a part of the transaction as of the date of conclusion of agreement amount to ca. PLN 2,560,000.00.