Following approval from the Company's Supervisory Board, on 16 January 2014 the Management Board adopted a resolution concerning commencement of preparatory work on a planned split-up of Emperia Holding S.A.
The split-up will be executed through a carve-out, pursuant to art. 529 § 1 point 4 of the Polish Commercial Companies Code, of an organised part of the enterprise, constituting operations in property investments, along with the management of properties held by the Company and other Emperia Group entities. The organised part of enterprise will be contributed in-kind to P1 Sp. z o.o., based in Lublin, which is 100%-owned by Emperia Holding S.A. P1 Sp. z o.o. will become the owner of all assets and liabilities from the Group's property segment. After the split-up, Emperia Holding S.A. will focus predominantly on growth of its retail operations, while P1 will concentrate on property development.
The management expects Emperia Holding S.A.'s split-up to be accompanied by transforming P1 into a public limited company and subsequently introducing its shares to regulated trading on the Warsaw Stock Exchange.
As per the management's expectations, the split-up procedure should be completed by 2014 year-end. As a result of the split-up, the existing shareholders in Emperia Holding S.A. will become shareholders in P1. The management expects shareholders to receive the same number of shares in P1 as they hold in Emperia Holding S.A.
The objective of the proposed split-up is to create two separate entities that:
According to Emperia Holding S.A.'s management, the split-up will lead to higher growth dynamics, particularly in the retail segment. Aside from continuing organic growth and offering partners the franchise concept, this will facilitate acquisitions of other entities. When the operations will be more homogenous, it will be easier to purchase entities in exchange for existing shares in the company as well as raising capital directly from the market by issuing new shares.
The split-up process is subject to Emperia Holding S.A. shareholders approving the draft changes that will eventually be issued via voting on resolutions at the Company's general meeting tasked with approving the split-up. A further condition is the approval by the Polish Financial Supervision Authority of P1's prospectus concerning a share issue in connection with the split-up.