Company's announcement
Agora SA, with its registered seat in Warsaw ("the Company"), hereby informs that on March 30, 2009 it has signed an initial agreement (the "Agreement") to buy 84% of shares of the company Centrum Filmowe Helios SA with its registered seat in Lodz ("Helios"). The sellers of the shares are Nova Polonia Private Equity Fund, LLC, formed under the laws of the State of Delaware, with its registered seat at 1209 Orange Street, Wilmington, Delaware, USA ("Nova Polonia") and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., a joint stock company, formed under the Dutch law, with its registered seat at 71 Anna van Saksenlaan, 2593 HW, the Hague, Holland ("FMO"). The remaining parties to the agreement are Mr. Tomasz Jagiello and Mr. Marek Palpuchowski who are the minority shareholders of Helios. Krokus PE advises Nova Polonia and FMO on the transaction.
Helios directly or indirectly, through its subsidiary Kinoplex Sp. z o.o. ("Kinoplex"), is an operator of twenty four multi-screen cinema theatres ("multiplexes") and two traditional cinemas located in twenty four Polish cities. In total, cinemas operated by Helios and Kinoplex offer 140 screens and 31,175 seats. The share of Helios (together with Kinoplex) in the multiplex market, measured by the number of tickets sold in multiplexes in 2009, amounts to about 24%(1).
The total price to be paid for 84% of shares of Helios shall amount to EUR 25,000,609.76.The purchase price may be increased by the amount not higher than 1,063,100 EUR, depending on the results of the review of the liabilities of Helios to be carried out by an external expert.
In the Company's opinion, the purchase price to be paid for the shares of Helios reflects current market conditions.
The shareholders of Helios shall have the pre-emptive right to purchase the shares which are to be acquired by the Company and the right to demand that the Company buy their shares simultaneously with acquiring 84% of the shares of Helios from the main shareholders (tag along right).
The Agreement stipulates that the execution of the final sales contract, providing for the acquisition of the shares of Helios by the Company, is dependent on the fulfillment of certain conditions precedent typical for this type of transactions, including obtaining the consent for the transaction form from the President of the Competition and Consumer Protection Office. The Company may also withdraw from the Agreement if certain obligations imposed on the other parties are not fulfilled, certain representations and warranties are breached or if certain, significant events occur, including occurrence of the material adverse change as defined in the Agreement.
The investment in Helios is coherent with the Company's long term strategy which entails diversification of revenue sources and widening the scope of the Company's operations in the growing, broadly-defined media sectors. The Company has been a strong player in the information segment for many years. Investment in Helios allows the Company to improve its position in the entertainment segment, which will be growing rapidly thanks to the increasing affluence of the Polish society.
The Agreement does not fulfill the criterion of a significant agreement as the purchase price to be paid for the shares of Helios is lower than 10% of the Company's equity capital.
Legal basis: Article 56, item 1, point 1 of the Act on the offer - confidential information
(1) - the market has been defined as the total number of tickets sold in 2009 in multiplexes belonging to 3 main cinema operators (Cinema City, Multikino, Helios with Kinoplex)
