The Board of Directors of IMS S.A. (“the Company”, “the Issuer”) submits the attached estimated results of the IMS Capital Group for the year 2017, significantly higher than the financial projections for the Group published in ESPI current report No.15/2017 of 22 May 2017.
ESPI 4/2018 New own shares buy-back programme
In connection with Resolution No. 19 of the Ordinary General Shareholder Meeting of IMS S.A. of 25 May 2017, the Board of Directors of IMS S.A. (“the Company”, “the Issuer”) provides attached the following:
– resolution No. 1 of the Board of Directors of IMS S.A. of 13 February 2018 regarding the adoption and specification of the terms and conditions of the Company Own Share Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 13 February 2018 regarding the terms and conditions as well as the procedure to exercise Tranche 1 of the Company Own Share Buy-back Programme.
The objective of the Share Buyback Programme is acquisition by the Company of not more than 1,000,000 (say: one million) own shares so as to:
- redeem them, or
- intend them for resale, or
- intended them for another legitimate purpose indicated by the Board of Directors of the Company.
To acquire the above mentioned shares, the Shareholder Meeting of the Company allotted the sum of PLN 2,500,000.00 (say: two million five hundred thousand), including, apart from the shares, also the cost of their acquisition.
The Programme shall run from 13 February 2018 to 31 March 2019; however, no longer than until the funds allotted to acquire the shares are exhausted. The Board of Directors of the Company, acting in the best interest of the Company, after consulting the Supervisory Board of the Company is authorised to:
- cease the acquisition of Shares before 31 March 2019 or before all the funds allotted for their acquisition are exhausted,
- resign from acquiring the Shares in whole or in part.
The Programme shall be carried out in tranches executed in the dates specified above. As part of Tranche 1 shares shall be acquired through an entity rendering investment services (a brokerage house). In Tranche 1 the Issuer intends to acquire not more than 60,000 shares and allots the sum of PLN 150,000.00 for this acquisition. Tranche 1 shall run from 20 February 2018 to 20 March 2018 unless the funds allotted for the acquisition of Tranche 1 are completely exhausted earlier.
Attachments:
– resolution No. 1 of the Board of Directors of IMS S.A. of 13 February 2018 regarding the adoption and specification of the terms and conditions of the Company Own Share Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 13 February 2018 regarding the terms and conditions as well as the procedure to exercise Tranche 1 of the Company Own Share Buy-back Programme.
ESPI 3/2018 The Letter of Intent on the acquisition of the company rendering audio and aroma subscription services – an update
The Board of Directors of IMS S.A. (“the Issuer”) informs that on 7th February 2018 the parties to the letter of intent of 17th October 2017 (“the Letter”), of which the Issuer informed in ESPI 36/2017 report, closed negotiations without reaching an agreement. The reason for prolonged and difficult negotiations was the findings and conclusions of the due due diligence audit. The due diligence audit showed a disparate picture and actual financial results of MakeSense Media Sp. z o.o. (“MSM”) than the ones the company and its controlling shareholder had presented before. The due diligence audit also revealed unknown before major risks relating to this company and its operations, which had a significant effect on negotiations and the discussed terms and conditions of the acquisition and further collaboration.
ESPI 2/2018 The Letter of Intent on the acquisition of the company rendering audio and aroma subscription services – an update
The Board of Directors of IMS S.A. (“the Issuer”) informs that on 26 January 2018 the parties to the letter of intent of 17 October 2017 (“the Letter”), of which the Issuer informed in ESPI 36/2017 report, signed an annex on extending by 28 February this year the deadline at which the terms and conditions of the transaction described in the Letter shall be determined.
ESPI 1/2018 Dates of publication of periodic reports in 2018
The Board of Directors of IMS S.A. (the “Company”, the “Issuer”) hereby announces the dates of publication of periodic reports in the financial year 2018:
- Extended consolidated quarterly reports:
– the quarterly report for Q1 2018 – 29.05.2018
– the quarterly report for Q3 2018 – 29.11.2018.
- The extended consolidated interim report for H1 2018 – 29.08.2018.
- The annual report – separate – for 2017 – 24.04.2018
- The annual report – consolidated – for 2017 – 24.04.2018.
The Board of Directors of the Company informs that pursuant to Article 83 paragraphs 1 and 3 of the Regulations of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states, the consolidated quarterly reports and the consolidated interim report will include quarterly financial information and the interim condensed financial statements, respectively. At the same time, the Board of Directors of the Company informs that pursuant to Article 101 paragraph 2 of the above mentioned Regulations of the Minister of Finance, the Company will not publish quarterly reports for Q4 2017 and Q2 2018.
Detailed legal basis: Article 103 paragraph 1 of the Regulations of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states.