RB 84/2018: As a result of registration of the division by spin-off of Calypso Fitness S.A., a portion of the assets of Calypso Fitness S.A. was transferred to an indirect subsidiary of the Issuer


RB: 84/2018
Date: 31 October 2018
As a result of registration of the division by spin-off of Calypso Fitness S.A., a portion of the assets of Calypso Fitness S.A. was transferred to an indirect subsidiary of the Issuer 
Legal basis: Article 17 Sec. 1 MAR – inside information

Text of the report:

Further to: (i) current report No. 10/2018, of 19 February, 2018; and (ii) current report No. 69/2018, of 9 August, 2018, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the “Issuer”),   hereby announces that on 31 October, 2018, the District Court for the capital city of Warsaw in Warsaw, entered in the register of business entities of the National Court Register, recorded a division by spin-off of Calypso Fitness with its registered seat in Warsaw (hereinafter, the “Calypso Fitness”), whereby the aforesaid division was carried out in accordance with Article 529 § 1 Item 4) of the Code of Commercial Companies.  In particular, as a result of the division, a portion of assets of Calypso Fitness, i.e. of the divided entity, was transferred to Issuer’s indirect subsidiary: company under the business name of NewCo2 sp. z o.o., with its registered seat in Warsaw, whose registry files are maintained by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under No. 0000734539 (hereinafter, the “NewCo2.” The latter company was defined in current report No.: 10/2018 and in current report No.: 69/2018). The transferred assets include the property (assets and liabilities) of four (4) fitness clubs that were separated within the structures of Calypso Fitness: “Filia Calypso Europlex,” “Filia Calypso Arkadia,” “Filia Calypso Mokotów,” and “Filia Wawer.” The aforementioned event is related to the agreement concerning division of Calypso Fitness S.A. and future acquisition of shares in companies taking over a portion of assets spun off from Calypso Fitness S.A. concluded on 19 February 2018 as communicated by the Issuer in current report No. 10/2018 of 19 February 2018.

DateFirst name and surnamePosition/function
31 October 2018Izabela Walczewska-SchneyderMember of the Management Board
31 October 2018Grzegorz HaftarczykMember of the Management Board