ESPI 55/2018 Registration of the amendment to the Articles of Association of the Company

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 1 October 2018 it received information on the registration on 26 September 2018 by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of the amendment to the Articles of Association of the Company adopted by the Extraordinary Shareholder Meeting of the Company (“ESM”) on 31 July 2018 with Resolution No.5 in the scope of the change of the wording of their §6a.

The above mentioned amendment to the Articles of Association was introduced with regard to adopted by the ESM Resolution No.4 regarding the extension of the scope of authorisation of the Board of Directors of the Company to increase the share capital of the Company and at the same time to divest existing Shareholders of their pre-emptive rights.  The extended authorisation authorised the Board of Directors of IMS S.A. to increase the Company’s share capital by not more than PLN 100,000.00 by means of issuing of not more than 5,000,000 new series B bearer shares. The sole objective of the issuance of shares under the authorisation of the Board to increase the share capital as part of the target capital is to finance M&A (merger and acquisition) transactions, also by issuing IMS S.A. shares as payment for stocks, shares or organised part of enterprise of the taken-over (acquired) entity.

Attached to this report the Issuer submits the amended wording of §6a of the Articles of Association of the Company and the consolidated text of the Articles of Association including the above mentioned amendment.

At the same time, with regard to ESPI 46/2018 report of 7 September 2018, the Board of Directors of the Company informs that the Court did not take account of the application filed by OPERA Open Investment Fund with its registered office in Warsaw, Novo Open Investment Fund with its registered office in Warsaw and OPERA Specialist Open Investment Fund with its registered office in Warsaw, jointly represented by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. with its registered office in Warsaw, to suspend registration proceedings conducted regarding the above mention Resolution No.4 and Resolution No.5 of the ESM of 31 July 2018 concerning the amendment to the Articles of Association of the Company.

 

Detailed legal basis: section 5 paragraph 1 and section 6 of the Regulation of the Minister of Finance on current and periodic information

ESPI 54/2018 5th Tranche of the Own Shares Buy-back

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that today it adopted Resolution No.1 regarding the terms and conditions as well as the procedure to exercise Tranche 5 of the Company Own Shares Buy-back Programme.   The resolution constitutes an attachment to this report.

As part of Tranche 5 shares will be acquired through an entity rendering investment services (a brokerage house). In Tranche 5 the Issuer intends to acquire not more than 100,000 shares and allots the sum of PLN 250,000.00 for this acquisition. Tranche 5 shall run from 28 September to 25 October 2018 (including this date) unless the funds allotted for the acquisition in Tranche 5 are completely exhausted earlier.

In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

The 5th Tranche of the Own Shares Buy-back is conducted based on Resolution No.19 of 25 May 2017 in connection with Resolution No.26 of 6 June 2018 of the Annual General Meeting of IMS S.A. and Resolution No.1 of 29 June 2018 of the Board of Directors of IMS S.A.

ESPI 53/2018 Completion of the 4th Tranche of the Own Shares Buy-back Programme

The Board of Directors of IMS S.A. (“Company”, “Issuer”) with reference to current reports No.50/2018 of 19.09.2018 and No.51/2018 of 20.09.2018, in connection with the Shareholders’ transfer of all disposed shares to the Issuer’s account informs that on 26th September this year the buy-back of own shares within the 4th Tranche of the Own Shares Buy-back Programme executed under Resolution No.19 of 25 May 2017 in connection with Resolution of the Annual General Meeting No.26 of 6 June 2018 was completed and cleared.

Within this Tranche the Company acquired 300,000 shares of the total nominal value of PLN 6,000, representing 0.90% of the Issuer’s share capital and giving right to 300,000 votes in the GM (0.90% of total votes). The shares were acquired by the Company at the price of PLN 3.20 per share.

As at 26 September 2018 the Issuer holds in total 1,556,375 own shares of the nominal value of PLN 31,127.50, which represent 4.65% of the Issuer’s share capital and give right to 1,556,375 votes in the GM (4.65% of total votes).

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from own shares held. The Board of Directors of the Company decided to intend the acquired own shares for redemption.

 

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 52/2018 Information on transactions on shares of the company

Information 19 MAR A. Czeszejko – download

The Board of Directors of IMS S.A. informs of the receipt on 21 September 2018 of the notification pursuant to Article 19 paragraph 1 of the Market Abuse Regulation from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki – regarding the acquisition and disposal shares of IMS S.A.

The notification constitutes an attachment to this report

ESPI 51/2018 Summary of the second day of the own shares buy-back and of the entire 4th Tranche of the Own Shares Buy-Back Programme

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th September this year agreements were signed with the Shareholders of the Company to sell in total 100,463 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.09.2018) was PLN 3.20. The total nominal value of acquired shares is PLN 2,009.26 (PLN 0.02 per each share). These shares represent 0.30% of the Issuer’s share capital and give right to 100,463 votes in the GM (0.30% of total votes).

In line with the Buy-back Programme and the Invitation to submit offers to dispose of shares, Shareholders have until 26th September this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 26th September 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back of shares is carried out pursuant to Resolution No.19 of 25 May 2017 with reference to Resolution No.26 of 6 June 2018 of the Annual General Meeting (“AGM”). The Own Shares Buy-back Programme was adopted by the Issuer’s Board of Directors with Resolution No.1 of 13 February 2018, and with Resolution No.1 of 29 June 2018 the Board of Directors of IMS S.A. reviewed the above mentioned Own Shares Buy-back Programme (of which the Company informed in ESPI report No.29/2018 of 29 June 2018). In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, the acquired own shares of the Company shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

In total in the 4th Tranche of the Own Shares Buy-back Programme (i.e. on 19.09.2018 and today) the Company signed with Shareholders agreements to sell 300,000 shares of the total nominal value of PLN 6,000.00, representing 0.90% of the Issuer’s share capital and giving right to 300,000 votes in the GM (0.90% of total votes).

Moreover, the Company holds 1,256,375 own shares (of the total nominal value of PLN 25,127.50; representing 3.75% of the Issuer’s share capital; giving right to 1,256,375 votes at the GM, i.e. 3.75% of total votes) acquired in the previous tranches of the Buy-back Programme.

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from shares held.

In line with Resolution No.26 of the AGM of 6 June 2018, the Company may still use for the purpose of own share acquisition the amount of PLN 3,832 thousand by 31 December 2019 at the latest.

 

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 50/2018 Summary of the first day of the own shares buy-back

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 19th September this year agreements were signed with the Shareholders of the Company to sell in total 199,537 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.09.2018) was PLN 3.20. The total nominal value of acquired shares is PLN 3,990.74 (PLN 0.02 per each share). These shares represent 0.60% of the Issuer’s share capital and give right to 199,537 votes in the GM (0.60% of total votes).

In line with the Own Shares Buy-back Programme and the Invitation to submit offers to dispose of shares, Shareholders have time till 26th September this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 26th September 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back of shares is carried out pursuant to Resolution No.19 of 25 May 2017 with reference to Resolution No.26 of 6 June 2018 of the Annual General Meeting (“AGM”). The Own Shares Buy-back Programme was adopted by the Issuer’s Board of Directors with Resolution No.1 of 13 February 2018, and with Resolution No.1 of 29 June 2018 the Board of Directors of IMS S.A. reviewed the above mentioned Own Shares Buy-back Programme (of which the Company informed in ESPI report No.29/2018 of 29 June 2018).  In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, the acquired own shares of the Company shall be intended for redemption. The Board of Directors recommends to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

Another date for the Company to conclude transactions to acquire shares shall be 20 September 2018.

 

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 48/2018 The decision regarding the intended purpose of the bought-back own shares

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that today, acting based on the authorisation included in resolution No.19 of 9 June 2016 and resolution No.19 of 25 May 2017 with reference to resolution No.26 of 6 June 2018 of the Annual General Meeting of Shareholders of the Company regarding the authorisation of the Board of Directors to acquire own shares, adopted a resolution regarding the indication of the purpose of using own shares in the number of 1,256,375 (representing 3.75% of the share capital and giving right to 1,256,375 votes, 3.75% of all votes at the general meeting) acquired under the Company’s Own Shares Buy-back Programmes conducted in the mode specified in resolution No.1 of 26.09.2016, resolution No.1 of 13.02.2018 and resolution No.1 of 29.06.2018 of the Issuer’s  Board of Directors.

The Board of Directors of the Company decided to intend these shares for redemption.

The Board of Directors recommends to the coming General Meeting of the Issuer to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under the Company’s Own Shares Buy-back Programme.

ESPI 47/2018 The planned acquisition of an entity in the Issuer’s industry – information update

The Board of Directors of IMS S.A. (“Company”) with reference to current report No. 41/2018 of 9 August this year informs that today the Supervisory Board of the Company gave its consent to acquire 100% shares of APR Sp. z o.o. with its registered office in Katowice (“APR”) on the terms and conditions described in the term sheet of 9 August 2018 (the terms and conditions described in report 41/2018).

In the opinion of the Board of Directors, the transaction shall be finalized in the first days of October this year.

ESPI 46/2018 Bringing of an action to repeal resolutions of the Extraordinary Shareholder Meeting of IMS S.A.

The Board of Directors of IMS S.A. („Company”, „Issuer”) informs that today it received communication on bringing by OPERA Open Investment Fund with its registered office in Warsaw, Novo Open Investment Fund with its registered office in Warsaw and OPERA Specialist Open Investment Fund with its registered office in Warsaw, jointly represented by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. with its registered office in Warsaw („Claimant”), to the Regional Court in Warsaw, 16th Commercial Division of an action to repeal pursuant to Article 422(1) of the Commercial Companies Code of resolution No.4 of the Extraordinary Shareholder Meeting of the Issuer of 31.07.2018 regarding the extension of the scope of authorisation of the Board of Directors of the Company to increase the share capital of the Company and at the same time to divest the existing Shareholders of their pre-emptive rights („Resolution No.4”) and resolution No. 5 of the Extraordinary Shareholder Meeting of the Issuer of 31.07.2018 regarding the amendment to the Articles of Association of the Company („Resolution No.5”) together with an application to suspend registration proceedings conducted regarding the above mentioned resolutions.

The text of the resolutions adopted by the Extraordinary Shareholder Meeting of the Issuer on 31.07.2018 was communicated to the public by means of Company’s current report No. 39/2018 of 31.07.2018.

In the opinion of the Board of Directors of the Company, the argumentation presented by the Claimant is not reflected in the actual state of affairs. In the case of judicial proceedings, the Board of Directors of the Company will take appropriate legal action so as to protect the legitimate interest of the Company.

 

Detailed legal basis:

Article 17(1)(10) of the Regulation on current and periodic information