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Signing the agreement with INTERSPORT Deutschland eG and INTERCONTACT Beteiligungsgesellschaft mbH.
Legal grounds:
Art. 17 section 1 of MAR – confidential information
Further to the Current Report No 30 dated 5 October, 2016, the Management Board of INTERSPORT Polska S.A. Company with the seat in Cholerzyn (the "Company") informs that on 16 February 2017 it signed a tripartite agreement with INTERSPORT Deutschland eG ( "IDE") based in Heilbronn, Germany, and INTERCONTACT Beteiligungsgesellschaft mbH ("ITC"). The aim of the agreement is to regulate mutual obligations, enable the Company to raise additional funds, improve the amount and structure of the equity thus promoting further development, implement the Company's strategic goals and contribute to the further growth of the INTERSPORT brand in Poland.
Art. 17 section 1 of MAR – confidential information
Further to the Current Report No 30 dated 5 October, 2016, the Management Board of INTERSPORT Polska S.A. Company with the seat in Cholerzyn (the "Company") informs that on 16 February 2017 it signed a tripartite agreement with INTERSPORT Deutschland eG ( "IDE") based in Heilbronn, Germany, and INTERCONTACT Beteiligungsgesellschaft mbH ("ITC"). The aim of the agreement is to regulate mutual obligations, enable the Company to raise additional funds, improve the amount and structure of the equity thus promoting further development, implement the Company's strategic goals and contribute to the further growth of the INTERSPORT brand in Poland.
As part of the concluded agreement:
1 .the repayment schedule of the Company's debt towards IDE has been agreed;
2. terms and delivery dates of the IDE spring-summer collection 2017 ordered by the Company with IDE have been agreed;
3. ITC and IDE gave consent for the adoption, by the General Meeting of Shareholders, resolutions on:
• the increase of the share capital by the amount not higher than PLN 1,052,631.60 through the issuance of not more than 10,526,316 new shares of Series F at a price of PLN 1.90 per share;
• depriving the existing shareholders of the Company, in whole, of the pre-emptive rights to all shares of Series F;
• offering Series F shares through private financing subscription to investors selected by the Management Board;
• dematerialization and applying for allowing the rights to the shares of Series F and Series F shares to trading on the regulated market operated by the Warsaw Stock Exchange in Warsaw S.A.;
• introducing amendments to the Articles of Association of the Company through repealing of § 32;
ITC, as a shareholder of the Company, has committed to participate in the General Meeting referred to above and to vote in favor of the resolutions referred to above;
4. IDE and ITC have committed to support the Company in order to acquire, once the debt towards IDE has been repaid, from INTERSPORT International Corporation (IIC), based in Bern, Switzerland, a direct exclusive license for the use of the "INTERSPORT" trademark and the trademarks of INTERSPORT private labels in Poland;
5. It has been agreed that with the entry into force of direct INTERSPORT licenses referred to in § 4 above, sub-license agreements concerning the use of the "INTERSPORT" trademark and the trademarks of INTERSPORT private labels in Poland, concluded by the Company with the IDE, will be terminated with immediate effect without and additional costs and charges.
2. terms and delivery dates of the IDE spring-summer collection 2017 ordered by the Company with IDE have been agreed;
3. ITC and IDE gave consent for the adoption, by the General Meeting of Shareholders, resolutions on:
• the increase of the share capital by the amount not higher than PLN 1,052,631.60 through the issuance of not more than 10,526,316 new shares of Series F at a price of PLN 1.90 per share;
• depriving the existing shareholders of the Company, in whole, of the pre-emptive rights to all shares of Series F;
• offering Series F shares through private financing subscription to investors selected by the Management Board;
• dematerialization and applying for allowing the rights to the shares of Series F and Series F shares to trading on the regulated market operated by the Warsaw Stock Exchange in Warsaw S.A.;
• introducing amendments to the Articles of Association of the Company through repealing of § 32;
ITC, as a shareholder of the Company, has committed to participate in the General Meeting referred to above and to vote in favor of the resolutions referred to above;
4. IDE and ITC have committed to support the Company in order to acquire, once the debt towards IDE has been repaid, from INTERSPORT International Corporation (IIC), based in Bern, Switzerland, a direct exclusive license for the use of the "INTERSPORT" trademark and the trademarks of INTERSPORT private labels in Poland;
5. It has been agreed that with the entry into force of direct INTERSPORT licenses referred to in § 4 above, sub-license agreements concerning the use of the "INTERSPORT" trademark and the trademarks of INTERSPORT private labels in Poland, concluded by the Company with the IDE, will be terminated with immediate effect without and additional costs and charges.
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