RB:85/2018
Date: 2 November 2018
Issuer’s subsidiary acquired 100% of shares in Masovian Sports Center sp. z o.o. and in NewCo3 sp. z o.o. 
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; (ii) current report No. 69/2018 of 9 August, 2018; and (iii) current report No. 84/2018 of 31 October, 2018, the Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the “Issuer”) hereby announces that in performance of agreement of 19 February, 2018, made among the Issuer, Issuer’s subsidiary: Fit Invest sp. z o.o. with its registered seat in Warsaw (the “Fit Invest”), Glastonbury Ventures Limited (Ltd) with its registered seat in Limassol (the “GVL”), Fitness Investment sp. z o.o. with its registered seat in Warsaw (the “Fitness Investment”) and Mr Mikołaj Nawacki (hereinafter, the “Agreement”), the execution of which was announced in current report No. 10/2018 of 19 February, 2018, Fit Invest and GVL entered into agreement for sale of shares, with participation of the Issuer and Mr Mikołaj Nawacki. As a result of the aforesaid agreement, Fit Invest acquired: (1) 100% of shares in the share capital of company under the business name of Masovian Sports Center sp. z o.o. with its registered seat in Warsaw at ul. Puławska 427, 02-801 Warszawa, entered in the register of business entities of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under No. KRS 0000733030, (tax identification number) NIP: 9512462582, (industry identification number) REGON: 380292330 (hereinafter, the “NewCo1,” as defined in current report No.: 10/2018, and in current report No.: 69/2018); and (2) 100% of shares in the share capital of company under the business name of NewCo3 sp. z o.o. with its registered seat in Warsaw, entered in the register of business entities of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under No. KRS 0000734499, NIP 7010825154, REGON 380382820 (hereinafter, the “NewCo3,” as defined in current report No.: 10/2018, and in current report No.: 69/2018) (hereinafter, the “Sale Agreement”). 

The total sale price for the aforementioned shares (hereinafter, the “Shares”) amounts to PLN 69 000 000 (say: sixty nine million zlotys) (hereinafter, the “Price”). In accordance with the Sale Agreement, Fit Invest is obliged to pay the Price within seven (7) business days from the date of execution of the Sale Agreement. All the rights and obligations arising from the Shares shall be transferred to the purchaser upon full payment of the Price. The Sale Agreement provides that in addition to the Price, Fit Invest will be obliged to pay GVL additional sums totalling no more than PLN 37 000 000 (say: thirty seven milion zlotys) (the “Additional Sums”) in the period of 2018 - 2021.