Nov 10 (Reuters) - Benefit Systems SA BFT.WA :
* CALYPSO FITNESS (CF) UNIT SHAREHOLDERS CAMARO FIZAN, THE
COMPANY, AND CAL CAPITAL DECIDE ON KEY ELEMENTS OF TRANSACTION
AIMING AT SETTLING LIABILITIES CF OWES TO THE COMPANY
* UNDER SAID TRANSACTION THE COMPANY CAN PURCHASE STAKES IN
COMPANIES OWNING ASSETS SEPARATED FROM CF IN THE FORM OF TOTAL
OF 13 FITNESS CLUBS
* THE SEPARATION WILL HAPPEN VIA TRANSFER OF 12 FITNESS
CLUBS TO
THREE ACQUIRING ENTITIES
* CF SHAREHOLDER INTENT THE COMPANY TO BUY TWO ACQUIRING
ENTITIES
FROM CAMARO FIZAN AND CAL CAPITAL
* AT THE CURRENT PHASE OF TALKS, THE PARTIES DECIDED THAT
THE
TOTAL VALUATION OF ASSETS (FITNESS CLUBS) WOULD AMOUNT TO 43.2
MLN ZLOTYS
* THE PARTIES ALSO AGREED THAT THE MAXIMUM TOTAL PRICE FOR
PURCHASE OF THE ACQUIRING ENTITIES FROM CAMARO FIZAN, AND CAL
CAPITAL WOULD AMOUNT TO 28.8 MLN ZLOTYS, AND WILL BE PAID VIA
TRANSFERING 17.8 MILLION ZLOTYS OF LIABILITIES TO REMAINING CF
SHAREHOLDERS, AND VIA 11.0 MILLION ZLOTYS WORTH OF CASH PAYMENT
TOWARDS CAMARO FIZAN
* UNDER TRANSACTION THE COMPANY CAN ADDITIONALLY PURCHASE
51.9%
STAKE IN INSTYTUT ROZWOJU FITNESS WITH MAXIMUM PRICE FOR
PURCHASE AT 13.0 MLN ZLOTYS TO BE PAID TO CF VIA DEDUCTION OF
LIABILITIES OWED BY CF TO THE COMPANY
* THE TARGET SET BY CF SHAREHOLDERS IS TO COMPLETELY SETTLE
THE
LIABILITIES CF OWES TO ITS SHAREHOLDERS, ALSO VIA INCREASE OF
SHARE CAPITAL AND THE CONVERSION OF REMAINING LIABILITIES
Source text for Eikon: urn:newsml:reuters.com:*:nEM2CwGxRa
Further company coverage: BFT.WA
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