The main shareholder and the Redan Supervisory Board member intends to invest private funds to finance new collections of Top Secret. The transaction will be secured by taking control of the subsidiary that manages sales at brick-and-mortar and online stores. Redan and Radosław Wiśniewski signed a relevant letter of intent to lay down the details of potential cooperation. The transaction will require clearance from the Office of Competition and Consumer Protection.
Redan and Radosław Wiśniewski, the founder, member of the Supervisory Board and majority shareholder (holding 45.8% of the total vote at the General Meeting), signed a letter of intent regarding mutual cooperation and acquisition by Mr Wiśniewski of all shares in the subsidiary Top Secret Sp. z o.o.
“Our main goal is to ensure further growth of the Top Secret brand. To ensure secure operation of the fashion chain, it is necessary to provide additional funding. Due to the current market situation related to the epidemic of the SARS-CoV-2 coronavirus, it is impossible to secure financing neither by increasing debt financing, nor through the issue of shares. Also, we do not qualify for support in the form of preferential instruments as part of the so-called anti-crisis shields. In that situation Mr Wiśniewski decided to provide financial support to Top Secret,” said Bogusz Kruszyński, the President of the Management Board of Redan.
“Each week since the lockdown caused by the coronavirus epidemic sales at Top Secret has grown consistently, catching up quickly with the levels recorded in 2019. In my opinion, this confirms that we drawn appropriate conclusions from the 2019 performance and correctly modified the collection to attract interest from Top Secret’s customers. This means that we have a sound business model, which is also appropriate in these difficult times,” said Radosław Wiśniewski, who committed to provide up to PLN 10 million to finance the purchase of a new collection of the Top Secret brand. To secure those funds, the main shareholder expects to obtain full control over distribution channels, so that in the worst case scenario he could recover the resources employed by selling merchandise at retail prices, instead of making a wholesale clearance. Therefore, Radosław Wiśniewski expects to take control over Top Secret Sp. z o.o.’s shares, which sells its products off- and online in Poland.
Redan participates in business transactions of the Top Secret brand on an ongoing basis by carrying out all logistics operations, IT services and, to a lesser extent, back-office support services for the subsidiary. Radosław Wiśniewski declares that Top Secret will maintain cooperation with Redan in those areas on unchanged terms, because it is in the interest of Top Secret itself.
To effect the sale of shares in Top Secret Sp. z o.o. within one month Radosław Wiśniewski will notify the Office of Competition and Consumer Protection of the intended concentration. The parties do not rule out the possibility of a buyout of the subsidiary’s shares by Redan in the future.