3. LA COMPRENSIÓN DE LA ADOLESCENCIA
3.6 DISCUSIÓN Y SÍNTESIS
The diagram below presents the current structure of the Group as of 31 December 2013:
Source: Company Data
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Fortuna Entertainment Group N.V. (the Netherlands)
100% 100% 100% 100% 100% 100% 33.3% 33.3% 33.3% 100% 100% 92% 100%
Fortuna SK (Slovakia) Fortuna REAL (Slovakia)
FortunaWin Ltd (Malta) FortunaWin Gaming (Malta)
Riverhill (Czech Republic) Alicela (Czech Republic)
Fortuna SW (Czech Republic) Fortuna sázky (Czech Republic) Fortuna RENT (Czech Republic) Fortuna PL (Poland)
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FORTUNA ENTERTAINMENT GROUP N.V.
Riverhill and Alicela are holding companies whose sole activity is holding interests in Czech operational companies. This structure results from Czech regulations that do not allow foreign entities or entities, the direct parent entity of which is a foreign entity, to hold interests in a Czech betting company. Similarly, a shareholder of a Polish betting company may not hold more than one-third of the share capital. Therefore, FEG, Fortuna GAME and Alicela hold shares in Fortuna PL. FORTUNA sázky a.s. was a dormant company, a 100%-owned subsidiary of Fortuna GAME.
Changes to the Organisational Structure
Effective 1 January 2013, a part of the company FORTUNA GAME a.s. which related to numerical and instant lottery games in the Czech Republic as well as pre-paid mobile top-ups, was contributed to the company FORTUNA sázky a.s., a 100% subsidiary of FORTUNA GAME a.s. FORTUNA sázky a.s. was previously a dormant company.
A one-third interest in Fortuna online zakłady bukmacherskie Sp. z o.o. in Poland, which was originally owned by Fortuna Loterie a.s., was transferred to the company ALICELA a.s.
The Company ibet, s.r.o. ceased to exist and was erased from the Commercial Register as of 1 March 2013.
On 25 July 2013 Fortuna GAME and the company E - INVEST, a.s., ID No 45474559, with its registered seat at Praha 1, Václavské náměstí 773/4, post code 110 00 (the “E - INVEST”), entered into the Share Purchase Agreement, under which a 8% stake of Fortuna sázky owned by Fortuna GAME was sold to E - INVEST.
Based on a change of the Maltese law in 2013, companies registered in Malta are no longer obliged to have a minimum of two shareholders. Therefore, one share in FortunaWin and FortunaWin Gaming, which was previously owned by Jozef Janov, was transferred to the majority shareholder of each company. As a result, Fortuna Entertainment Group N.V. became a 100% shareholder of FortunaWin and FortunaWin a 100% shareholder of FortunaWin Gaming.
Information on Significant Subsidiaries
FORTUNA GAME a.s. was incorporated on 3 October 1991 in Prague as a joint stock company under Czech law. In 2005, all shares in the company were acquired by ALICELA a.s. In 2009, as a result of the transfer of part of the operations of FORTUNA sázková kancelář a.s., the company started to offer sports betting in accordance with a licence issued on 19 May 2009, valid until 2019. At the end of December 2011, assets and operations related to the sports betting business were transferred from FORTUNA sázková kancelář a.s. to FORTUNA GAME a.s. Effective 1 January 2013, a part of the company FORTUNA GAME a.s. which related to numerical and instant lottery games in the Czech Republic as well as pre-paid mobile top-ups, was contributed to the company FORTUNA sázky a.s., a 100% subsidiary of FORTUNA GAME a.s.
FORTUNA sázky a.s. was incorporated on 15 January 2009 in Prague as a joint stock company under Czech law as a 100% subsidiary of FORTUNA sázková kancelář a.s. As of 27 April 2012 it became a 100% subsidiary of FORTUNA GAME a.s. FORTUNA sázky a.s. was a dormant company until 31 December 2012. Effective 1 January 2013, a part of the company FORTUNA GAME a.s. which related to numerical and instant lottery games in the Czech Republic as well as pre-paid mobile top-ups, was contributed to the company FORTUNA sázky a.s., a 100% subsidiary of FORTUNA GAME a.s.
Fortuna SK was incorporated on 25 April 1991 in Bratislava as a joint stock company under Slovak law. It was established as Terno, a.s. by Fortuna SazKan and two private persons. In 2005, all the shares in Fortuna SK were acquired by Penta First Fund Limited. In the same year, all the shares were transferred on to Penta. In 2006, the company was renamed Fortuna SK. FEG acquired 100% of all shares in Fortuna SK in January 2010. Currently, Fortuna SK offers fixed-odd betting (both land and online) under a licence issued in 2005, valid until 2015. As of 1 May 2013, Mr. Marek Biely was appointed as the CEO of Fortuna Slovakia and Chairman of the Management Board of Fortuna SK. He replaced Milan Alakša as the regional (Slovakia) head.
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Fortuna PL was founded in 1995 as a limited liability company under Polish law. In 2005, all shares were sold to Penta Investments Limited (an entity that subsequently changed its name to Penta First Fund Limited), Lunga Enterprises Limited and Massarosa Holdings Limited (the last two entities being special purpose vehicles in the Penta Group). In 2006, the stake owned by Penta First Fund Limited was transferred on to Penta Investments Limited. In 2007, the name of the company was changed from Profesionał to Fortuna PL. From its beginnings, the company operated in the betting sector. The current operations are conducted in accordance with a number of betting permits issued for particular outlets in the years 2005–2009 that will expire in the years 2011–2015. In November 2009, Fortuna PL obtained permission for a virtual horse racing organization for six years. FEG acquired one-third (33.3%) of the shares in Fortuna PL in May 2010. The remaining shares were purchased by Fortuna SazKan, later Fortuna Loterie (33.3%) and Fortuna GAME (33.3%). A one-third interest in Fortuna PL, which was originally owned by Fortuna Loterie a.s., was transferred to the company ALICELA a.s.
FortunaWin Ltd. was founded in 2009 in Ta’Xbiex as a limited liability company under Maltese law. In 2010, it obtained three letters of intent (temporary licences), entitling it to organise betting and also to host and manage two Microgaming platforms. In June 2010, the company started its online operations. In 2011, after meeting necessary conditions, FortunaWin Ltd. applied for a permanent betting and gaming licence in Malta. The licence was awarded, effective 25 May 2011, for a period of 5 years.
FortunaWin Gaming Ltd. was founded in 2009 in Ta’Xbiex as a limited liability company under Maltese law. In 2010, it obtained a letter of intent (a temporary licence), entitling it to organise betting. In June 2010, the company started its online operations. In 2011, after meeting necessary conditions, FortunaWin Gaming Ltd. applied for a permanent betting and gaming licence in Malta. The licence was awarded, effective from 25 May 2011 for a period of 5 years.
Fortuna SW (formerly NAVI PRO s.r.o.) was founded in 2004 in Prague as a limited liability company under Czech law. NAVI PRO s.r.o. developed software, including betting software for Group Companies. In March 2010, the company was acquired by Fortuna GAME and in April 2010 it was renamed FORTUNA software s.r.o.
Fortuna RENT was founded in 2004 in Prague as a limited liability company under Czech law. At the beginning, Fortuna SazKan was the sole shareholder in the company. The main objective of the company is the management of the sites portfolio. Lease agreements with VAT charges regarding betting outlets operated by Fortuna SazKan and Fortuna GAME were transferred on to Fortuna RENT. In 2011, Fortuna GAME became the sole shareholder in Fortuna RENT.
Fortuna REAL was founded in 2006 in Bratislava as a limited liability company under Slovak law. The sole purpose of the company is the leasing of premises in Polus City Centre, a shopping and business centre in Bratislava. The company is in liquidation since 1 October 2013.
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FORTUNA ENTERTAINMENT GROUP N.V.