Save! +

Remove!

January 25, 2016 / 16:57

02/2016 Acquisition of majority stake in GoldenLine Sp. z o.o.

Regulatory filling

Further to the regulatory filling 37/2011 of 29th of December, 2011, the Management Board of Agora SA (hereinafter "Agora") hereby announces about execution of share sales agreement of the company GoldenLine Sp. z o.o. with its seat in Warsaw ("the Company") on 25 January 2016.

As a result of concluded agreements Agora acquired 106 shares in GoldenLine Sp. z o.o., which represents 53% of share capital and gives the right to 106 votes, constituting 53% of the votes at the shareholders meeting of the Company ("the Shares"). The total acquisition price amounted to PN 8,480,000 (in words: eight million four hundred eighty thousand polish zlotys).

Before the conclusion of the above agreement of 25 January 2016, Agora was already in possession of 72 shares of GoldenLine Sp. z o.o., which represented 36% of the share capital and gave the right to 72 votes, constituting 36% of the votes at the shareholders meeting of the Company, and which were acquired on 29th of December, 2011.

As a result of the transaction Agora currently has a total of 178 shares in GoldenLine Sp. z o.o., which represent 89% of share capital and give the right to 178 votes, constituting 89% of the votes at the general meeting of shareholders of the Company.

The minority shareholder of the Company remains GC Geek Code Ltd, controlled by Mariusz Gralewski - the main founder of GoldenLine Sp. z o.o. G.C. Geek Code Ltd holds 22 stocks in GoldenLine, which represents 11% of the share capital and gives the right to 22 votes at the general meeting of shareholders and represents 11% of the votes at the general meeting of shareholders. The sale agreement provides that after the transaction principles of cooperation between Agora and GC Geek Code shall be stated. In case there is no agreement in this respect, GC Geek Code will be entitled to sell its shares in the share capital of the Company to Agora, within 3 months from the date of the share purchase agreement, the terms and conditions being the same as in the contract of 25 January 2016.

The conclusion of the transaction on 25 January 2016 means that Agora effectively takes over the control over the Company. This requires a reevaluation of previously owned shares in the Company to their fair value at the acquisition date, the effects of which are recognized in the consolidated income statement of the Group (as with the requirements of International Financial Reporting Standard No. 3). The estimated loss on re-measurement of previously held shares in the amount of about PLN 5.5 million will increase the financial costs and will burden the consolidated financial statements of the Agora Group for 1Q2016. Consequently, the negative impact of this valuation will be shown in the consolidated net result of the Agora Group in 2016. At the same time, the Management Board notes that the fair value of previously owned shares will be an element of cost, determined on the settlement of the acquisition of a subsidiary in accordance with the requirements of the International Financial Reporting Standard No. 3, and, as a result, will have an impact on the determination of value of the Company at the acquisition date of the Company.

At the same time, Agora SA announces the intention to concentrate its activities in the field of recruitment services and employer branding in the GoldenLine company. Therefore, in the near future Agora plans to dispose of, to GoldenLine Sp. z o.o., Centrum Kompetencyjne Praca being organizationally, functionally and financially separate internal organizational structure of Agora S.A. and a set of tangible and intangible assets (including liabilities) for (i) maintaining the service Gazetapraca.pl and (ii) selling, through an organized, dedicated and deployed in Poland department of sales, recruitment solutions, including sales recruitment advertisements on the internet and in the press, advertising sales recruitment in the media owned by the Company and (iii) services related to building the employer's brand (ie. employer branding activities) on ??the basis of consent granted by Resolution No. 6 of the Extraordinary General Meeting of Agora S.A. of 24th of November, 2015.

With this transaction, Agora will strengthen its market position in the category "Work" and will provide comprehensive solutions in the rapidly growing market of recruitment services. The effective combination of the capability of GazetaPraca.pl addressed to candidates actively seeking employment and recruitment and social capabilities of GoldenLine.pl which specializes in recruiting passive candidates together with the power of advertising of the media of Agora Group, shall in the opinion of the Management Board of Agora S.A. allow the Company to fight to strengthen its position in the attractive and rapidly growing recruitment services market and Employer Branding area, which in the longer term should have a positive impact on revenues generated by Agora.

Legal basis: Article 56 par. 5 of the Act of 29 July, 2005. On Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.

Go back

Breaking news

Contact us

Phone: 22 555 60 00

Phone: 22 555 60 01

press@agora.pl

Info box

Quotations

AGO

11,38 zł

-0,7%

Download

Company data

02/2016 Acquisition of majority stake in GoldenLine Sp. z o.o.

NEWSLETTER