On August 31, 2010 Agora has signed a definitive agreement to acquire 84% of shares of Centrum Filmowe Helios S.A. (“Helios” or the “Company”) from Nova Polonia Private Equity Fund, LLC and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., whose advisor is KrokusPE.

On August 31, 2010 Agora has signed a definitive agreement to acquire 84% of shares of Centrum Filmowe Helios S.A. (“Helios” or the “Company”) from Nova Polonia Private Equity Fund, LLC and NederlandseFinancierings-MaatschappijvoorOntwikkelingslanden N.V., whose advisor is KrokusPE. Moreover, on August 31, 2010 Agora has also signed an agreement to acquire additional 0.44% of shares of Helios from natural person being hitherto a minority shareholder of Helios. The total purchase price paid for 84,44% of shares of Centrum Filmowe Helios S.A. amounts to 26.200.128,24 EUR. Helios, directly or indirectly, through its subsidiary Kinoplex Sp. z o.o., operates a network of multi-screen movie theatres (multiplexes) in Poland and has ca. 24% share of the multiplex cinema market in Poland(1).

- As we said after signing the preliminary agreement to acquire shares of Centrum Filmowe Helios S.A., this transaction is in line with the long term strategy of the Agora Group, which entails diversification of its stream of revenues and widening the scope of its activities in the growing sectors of a broadly-defined media market. In addition, it will strengthen the Group’s position in the entertainment segment and reduce the dependence of the Group’s results on the condition of the advertising market – said Piotr Niemczycki, CEO of Agora SA.

Helios started its operations in 1993. The Company has developed its operations by both organic growth and successful acquisitions (including acquisition of the network of 5 multiplex cinemas under Kinoplex brand in 2007) and created a country-wide cinema network which consists of 26 theatres: 24 multiplexes and 2 traditional cinemas(2), with the total of 140 screens and over 31 thousand seats. Helios concentrates its operations in cities below 250 thousand inhabitants and is a market leader in that segment, but cinemas of Helios and Kinoplex (the “Helios Group”) are also located in the largest Polish cities, inter alia in Warszawa, Łódź, Gdańsk, Wrocław.

Helios intends to develop its operations on the cinema market over the next few years by investing in new multiplexes and digital projectors, including projectors enabling screening of 3Dfilms.

On the basis of contracts and letters of intent signed to date, Helios plans to open 7 modern multiplexes situated in shopping centers in Łódź, Gdynia, Grudziądz, Nowy Sącz, Kalisz, Łomża and Jelenia Góra by the end of 2013. Should all those new shopping centers be opened as scheduled, then according to the present plans of the Helios Group, the number of screens in its cinemas will grow by 42 and the number of seats will grow by almost 9 thousand. Additionally, Helios works on further development projects, carrying out negotiations with developers planning to build new shopping centers.

Regardless of investing in new multiplexes, Helios intends to systematically increase the number of digital projectors in its existing cinemas, including projectors enabling screening of 3D films. Over the next 3 years Helios intends to deploy ca. 100 new digital projectors, including 3D projectors. In order to achieve this goal Helios participates in the international cinema digitalization project.

- We are glad we have executed this transaction – it’s a good investment. Agora is entering the cinema market, which has a significant growth potential. In comparison to other European Union countries, the number of tickets sold per capita and the market saturation measured by the number of cinema screens per 1 million inhabitants are relatively low in Poland. This creates the scope for further growth of the number of tickets sold and investments in new multiplexes. We will support the Management Board of Helios in the execution of the company’s growth strategy, which assumes opening new multiplexes in modern shopping centers – said Zbigniew Bak, Deputy President of the Management Board of Agora, supervising, inter alia, the New Business Division of Agora.

Furthermore, on August 31, 2010, Agora has signed agreements with the minority shareholders holding 12.36% of the shares of Helios which, inter alia, grant for those shares a conditional put option to the minority shareholders and a conditional call option to Agora.

Additionally, Agora is obliged to vote at the general meeting of shareholders of Helios for the resolution to issue 2% (at issue price equal to the nominal value) of the total number of shares existing on the date of signing the definitive agreement to acquire 84% of shares of Centrum Filmowe Helios S.A., i.e. 200,264 shares addressed to top executive managers of Helios, who are not being at present the shareholders of Helios. Provided the issue of shares is executed, Agora’s share in Helios after the share capital increase shall decrease from 84.44% to 82.78%.

Helios has been advised in the transaction by CAG Sp. z o. o. Sp. k.

(1) The market defined as the total number of tickets sold in 2009 in multiplexes belonging to 3 main cinema operators (Cinema City, Multikino, Helios with Kinoplex), which represent 97% of the total number of all tickets sold in multiplexes located in Poland.

(2) As of August 31, 2010.

Source:
Press release Agora S.A. August 31, 2010
http://www.agora.pl/agora_eng/1,103399,8316371.html

For further information please contact:
Urszula Woźniak, Partner
Tel.: +48 22 53 77 400
email: urszula.wozniak@cag.com.pl