With reference to the ESPI current report no. 4/2023 of 16 March 2023, the Management Board of IMS S.A. (“Issuer”, “IMS”) announces that on 12 November this year, an Investment Agreement (the “Agreement”) was signed concerning the raising of capital for a subsidiary, Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The parties to the Agreement are the investors: JR HOLDING ASI S.A. with its registered office in Krakow (“JRH”), controlled by January Ciszewski; EKIPA Investments ASI Sp. zo.o., having its registered office in Krakow (“EKIPA”), controlled by Ekipa Holding S.A., having its registered office in Krakow and Issuer, CM and US-based Closer Music Corporation (“CMC”) (a subsidiary of the Issuer through which the Issuer controls CM).

The investors will invest a total of PLN 3 million at a pre-money valuation of 100% of Closer Music’s shares of PLN 50 million. The investors will take up a total of 627 shares representing 5.57% in the CM capital after the increase. In the case of JRH, the investment will amount to PLN 2 million in exchange for 418 shares in CM (3.71% share in CM’s capital after the increase), in the case of EKIPA PLN 1 million in exchange for 209 shares in CM (1.86% share in CM’s capital after the increase). The parties jointly agreed on a – smaller than originally planned – investment amount of PLN 3 million, due to the currently significantly higher value of CM’s shares, related, among other things, to the several-fold increase in CM’s revenues in relation to 2022, the signing and implementation of the agreement with ZAiKS and the increase in music databases by several thousand high-quality songs.

The CM will use the funds raised for further development, in particular for:
– marketing and promotional activities mainly related to the on-line channel;
– further development of high-quality music databases;
– increasing the sales force and acquiring new customers;
– expanding the on-line sales application.

The Investors have the right to convert the shares held in CM into IMS shares between 24 and 36 months after the signing of the Agreement, which means that the Investors have an unconditional right to demand the conversion of all 627 shares held by the Investors in CM into 854,700 newly created IMS shares. The share price (issue price) is PLN 3.51 per share, which is equivalent to the average of the closing prices of IMS shares on the Warsaw Stock Exchange in September 2023 plus 15%.
 This price has been revised from the original price of PLN 3.21 per share set in the Term Sheet.

Investors have the right to exchange their CM shares for CMC shares according to a fixed parity of 1 CM share = 1,127.36829 CMC shares, i.e. exchange of 627 CM shares for 706,860 CMC shares (exchange parity of 1% for 1% according to the number of CM shares and CMC shares as at the date of signing the Agreement).

The right to convert the CM shares acquired by the Investors into IMS S.A. shares and the right to exchange the CM shares acquired by the Investors into CMC shares are severable rights, i.e. the Investors may exercise only one of the aforementioned rights.

In calculating the number and % of shares for the new investors, in addition to the 10,568 Closer Music shares registered in the KRS, 56 shares that will be created and subscribed for by another investor in performance of the provisions of the investment agreement concluded with this investor on 27 September 2023 are included, as set out in ESPI Current Report No. 37/2023 of 27 September 2023.

The agreement also contains, inter alia, CM’s future corporate governance principles, CM’s board of directors’ remuneration principles, customary transactional rights (including anti-dilution, tag-along, drag-along, priority right, lock-up), representations and warranties and contractual penalties adequate and determined at arm’s length for this type of transaction.

The Agreement shall enter into force upon its conclusion and shall remain in force until the date on which the aggregate shareholding of the Investors falls below 1% of the total number of all shares of  CM.

Estimated results of the IMS Capital Group for Q1 to Q3 of 2023 – DOWNLOAD

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for Q1 to Q3 2023.

INFORMATION 19 MAR P. BIELAWSKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 27 September 2023 of the notification pursuant to Article 19 paragraph 1 of the MAR from the Vice President of the Board IMS S.A. Mr Piotr Bielawski regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

Management Board of IMS S.A. (“Issuer”) informs that on 27 September 2023 an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (‘the Company’, ‘Closer Music’), dealing with the development and commercialisation of its own music libraries. The Company will issue and sell shares representing a total of 0.53% of the share capital to a new investor for the amount of PLN 300,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 56 million. The investor will pay 100% of the issue price of the new shares within 7 days after signing the agreement. It is worth menthioning that the new investor is a recognized manager with many years of experience in the media industry. The Company will use the funds raised for further development, in particular to expand the sales application and acquire new customers.

In calculating the number and % of shares for the new investor, in addition to the 10,015 shares of Closer Music registered in the KRS, 435 shares were taken into account, which were granted to two beneficiaries of the completed Incentive Programme for the years 2020 – 2022.

The agreement, in order to be implemented in its entirety, requires the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 31 December 2023, the Agreement will be automatically terminated and its provisions will have no legal effect, and the issue price paid will be refunded to the investor’s account.

Management Board of IMS S.A. (the “Company”) announces that on 17th September 2023 the Company received a notification from Cacheman Limited, pursuant to Article 69of the “Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies” of  29th July 2005, regarding a change in the previously held share in the total number of votes in IMS S.A., consisting in exceeding the threshold of 10% of the total number of votes in the Company.

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 17 September 2023 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki – regardingtransactions on shares of IMS S.A.

The notification constitutes an attachment to this report.

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Management Board of IMS S.A. announces that on September 13, 2023 it received a correction to the notification pursuant to Article 19(1) of the MAR Regulation from a member of the Supervisory Board of IMS S.A. Mr. Artur Czeszejko-Sochacki, published in ESPI Report 6/2023 dated 28/04/2023.

The notification is attached to this report.