RB 12/2019
Date: 21 March 2019
Information regarding a multi-stage transaction resulting in acquisition of a portion of assets spun off from Calypso Fitness S.A.
Legal basis: Article 17 Sec. 1 MAR - inside information

Text of the report:
 
The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the “Company,” or the “Issuer”) hereby announces that in the 2018 consolidated financial statements, the Company initially recognized a multi-stage transaction (hereinafter, the “Transaction”) the ultimate effect of which included in particular the spinning off of a portion of assets from Calypso Fitness S.A. into NewCo2 Sp. z o.o. (hereinafter, the “NewCo2”) - a subsidiary indirectly controlled in 100% by the Issuer as at 31.12.2018.
The Company informed on the Transaction in current reports: 10/2018 of 19.02.2018, 13/2018 of 27.02.2018, 69/2018 of 9.08.2018, 84/2018 of 31.10.2018 and 85/2018 of 2.11.2018).
 
In accordance with the requirements set out in IFRS 3, upon a business combination implemented in stages, the acquirer shall re-measure the participations it had in the acquiree at their fair value as of the acquisition date and recognize the resulting profit or loss in the financial statements.

Acting in line with the above, the Company accounted for the difference between the fair value of NewCo2 and the carrying value of its shareholding as of the date of the Transaction. As a consequence, the estimated positive effect of settling the Transaction on the consolidated profit before tax of the Capital Group of Benefit Systems amounts to PLN 21.5 million and is of a non-cash nature. The recognized sum constitutes estimation by the Issuer’s Management Board that should be examined by auditor and may still change in the 2018 consolidated financial statements of the Capital Group of Benefit Systems. The Management Board of the Issuer would like to point that the sum represents a temporary appraisal pending completion of the purchase price allocation.