ESPI 32/2023 Acquisition of the US company

Management Board of IMS S.A. (the “Issuer”), with reference to ESPI Announcement 23/2023 of 17th of July announces that on 1st of September, the Issuer’s subsidiary World of Music ASI Sp. z o.o. (“WoM ASI”) – signed an investment agreement (the “Agreement”) with Closer Music Corporation (“CMC”), based in the USA. Pursuant to the Agreement, WoM ASI acquired 8,589,871 (eight million five hundred eighty-nine thousand eight hundred seventy-one) newly issued CMC shares in exchange for all of its shares in Closer Music Ltd.
 (“CM”), i.e. 8,466 shares representing 84.53% of the total shares in CM as of the date of signing the Agreement. The newly issued CMC shares represent 88% of the total shares upon issuance. Thus, WoM ASI, in which IMS S.A. owns 100% of the shares, has taken control of CMC and, through CMC, will continue to exercise indirect control over CM. The acquisition of CMC is a further step in the implementation of the development strategy of the Closer Music project. Through CMC, the sale of music licences will be carried out in the US market. Due to the fact that CMC’s shareholders have a very broad network of business contacts, including among investment funds, the capital group thus constructed will, in the opinion of the Issuer’s management, have better access to sources of capital, primarily from North America, Western Europe and Asia.

Pursuant to the Agreement, CM’s existing minority shareholders will also have the opportunity to convert their CM shares into CMC shares according to the same share/share exchange parity as WoM ASI (i.e., 1 CM share = 1,014.63158 CMC shares).

ESPI 31/2023 Registration of an amendment to the Company’s Articles of Association

Management Board of IMS S.A. (the “Company”; the “Issuer”) announces that it has become aware of the registration on August 8, 2023 by the District Court for the Capital City of Warsaw,  Warsaw, XIII Economic Department of the National Court Register, to register an amendment to the Company’s Articles of Association, made by Resolution No. 24 of the Company’s Annual General Meeting of June 28, 2023.

Attached to this report, the Issuer provides the registered amendment – DOWNLOAD

 

Detailed basis: paragraph 5 item 1 and paragraph 6 RMF of the Regulation on current and periodic information

ESPI 30/2023 Assimilation of series D shares of the Company

With reference to the report no. 29/2023 of 4th August 2023, the Management Board of IMS S.A. (the “Company”) announces today that it has received the National Securities Depository’s Statement No. 709/2023 regarding the assimilation on August 9, 2023 of the Company’s 1,600,000 series D bearer shares bearing ISIN code PLINTMS00050 with the Company’s shares traded under the common ISIN code PLINTMS00019.

 

Detailed legal basis:

  • 17(1)(1) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

ESPI 29/2023 Admission and introduction of series D ordinary bearer shares to stock exchange trading

Management Board of IMS S.A. (the “Company”) announces that on 3rd August 2023, the Board of the Warsaw Stock Exchange adopted Resolution No. 821/2023 on the admission and introduction to trading on the WSE Main Market of the Company’s series D ordinary bearer shares.

In the wording of the resolution, the Exchange Board stated that 1,600,000 (one million six hundred thousand) series D ordinary bearer shares of the Company, with a nominal value of PLN 0.02 (two cents) each, designated by the National Securities Depository S.A. with the code “PLINTMS00050”, are admitted to trading on the parallel market.

At the same time, the Exchange’s Board of Directors decided to introduce the aforementioned shares to trading on the parallel market on 9th  August 2023, provided that the National Securities Depository S.A. on 9th August 2023 assimilates these shares with the Company’s shares traded on the exchange, marked with the code “PLINTMS00019”.

 

Detailed legal basis:

  • 17(1)(2) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

ESPI 28/2023 Change in major shareholdings

Management Board of IMS S.A. (the “Company”) announces that on 27th July 2023 the Company received a notification from Cacheman Limited, pursuant to Article 69(1)(2)(a) of 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 going below the threshold of 10% of the total number of votes in the Company.

ESPI 27/2023 Completion of subscription of series D shares

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) announces the completion of the subscription and allotment of the Company’s series D shares. The take-over of shares took place on the basis of the Incentive Programme IV Regulations for 2021 – 2023 adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021, subsequently amended by the Supervisory Board of the Company on 4 May 2022, which was approved by Resolution No. 22 of 9 June 2022 of the Annual General Meeting.

  • Date of commencement and completion of the subscription – the opening of the subscription took place on 26 May 2023. The completion of the subscription was on 26 July 2023.
  • Date of allotment of securities – D shares were allotted on: 30 June 2023, 25 July 2023 and 26 July 2023.
  • 600.000 series D shares with a nominal value of PLN 0.02 each were subscribed.
  • No reduction took place.
  • Subscriptions were made for 1.600.000 series D shares.
  • As part of the subscription, 1.600.000 series D shares were allotted.
  • The issue price at which series D shares were subscribed for was PLN 0.51 per share.
  • Subscriptions for series D shares were submitted by 38 persons.
  • D series shares were allotted to 38 persons.
  • Shares were not subscribed for by underwriters.
  • The value of the conducted subscription: PLN 816.000,00.
  • No issue costs were incurred.
  • No issue costs were incurred, therefore the average cost of the issue per D series share was PLN 0.
  • Series D shares were subscribed for in exchange for cash contributions.

 

Detailed basis: paragraph 16 item 1 of RMF Regulation on current and periodic information

ESPI 26/2023 Acquisition of further shares under Incentive Programme IV for 2021 – 2023 – change in the amount of share capital

The Management Board of IMS S.A. announces that on 26 July 2023, a person entitled under the Incentive Programme IV Regulations for 2021 – 2023, adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021, subsequently amended by the Supervisory Board of the Company on 4 May 2022, which was approved by Resolution No. 22 of 9 June 2022 of the Ordinary General Meeting of the Company, subscribed for series D shares. The shares were subscribed for by the holders of subscription warrants, the granting of which under the aforementioned Programme was announced by the Company in current report No. 8/2023 of 15 May 2023. 

Following the share subscription, the Incentive Programme IV for 2022 was completed on 26 July 2023.

Under the aforementioned Incentive Programme, for 2022, on 26 July 2023, an eligible person subscribed for 12,500 series D shares. The issue price of series D shares, in accordance with the Incentive Programme regulations, was PLN 0.51 per share. The right to subscribe for series D shares could be exercised no later than 31 July 2023.  Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2025.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 250.00. Following the increase, the Company’s share capital amounts to PLN 677.881,72 and is divided into 33.894.086 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 2.795.000 D series shares.

D Series shares subscribed for represent a total of 0.04% of the share capital before the increase and 0.04% of the total number of votes. The total number of votes at the Company’s General Meeting as a result of the share capital increase is now 33.894.086. The remaining amount of the conditional share capital increase registered by the Company’s competent registry court after the issuance of the above-mentioned shares is PLN 24.100.

Upon completion of the Incentive Programme IV for 2022, the Company will take steps to register them and introduce them to trading on the regulated market.

 

Detailed basis: paragraph 5 item 8 and paragraph 13 RMF of the Regulation on current and periodic information

ESPI 25/2023 Information on transactions on shares of the company

INFORMATION 19 MAR MICHAŁ KORNACKI – DOWNLOAD

INFORMATION 19 MAR DARIUSZ LICHACZ – DOWNLOAD

INFORMATION 19 MAR PIOTR BIELAWSKI – DOWNLOAD

The Board of Directors of IMS S.A. informs that on 25 July 2023 it received notifications under Article 19(1) of the Market Abuse Regulation from the Members of the Board of IMS S.A. – regarding the transactions on shares of IMS S.A.

The notifications constitute attachments to this report.

ESPI 24/2023 Acquisition of further shares under Incentive Programme IV for 2021 – 2023 – change in the amount of share capital

The Management Board of IMS S.A. announces that on 25 July 2023, persons entitled under the Incentive Programme IV Regulations for 2021 – 2023, adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021, subsequently amended by the Supervisory Board of the Company on 4 May 2022, which was approved by Resolution No. 22 of 9 June 2022 of the Ordinary General Meeting of the Company, subscribed for series D shares. The shares were subscribed for by the holders of subscription warrants, the granting of which under the aforementioned Programme was announced by the Company in current report No. 8/2023 of 15 May 2023. 

Under the aforementioned Incentive Programme, for 2022, eligible persons subscribed for a total of 628,000 D series shares. The issue price of D series shares, in accordance with the Incentive Programme regulations, was PLN 0.51 per share. The right to acquire D series shares may be exercised no later than 31 July 2023. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2025.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 12.560,00. Following the increase, the Company’s share capital amounts to PLN 677,631.72 and is divided into 33,881,586 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 2,782,500 D series shares.

D Series shares subscribed for represent a total of 1.89% of the share capital before the increase and 1.89% of the total number of votes. The total number of votes at the Company’s General Meeting as a result of the share capital increase is now 33.881.586. The remaining amount of the conditional share capital increase registered by the Company’s competent registry court after the issuance of the above-mentioned shares is PLN 24.350.

Upon completion of the Incentive Programme IV for 2022, the Company will take steps to register them and introduce them to trading on the regulated market.

Detailed basis: paragraph 5 item 8 and paragraph 13 RMF of the Regulation on current and periodic information

ESPI 23/2023 Signing of letter of intent to acquire an entity in the USA

Management Board of IMS S.A. (“Issuer”) announces that today the Issuer’s subsidiary World of Music ASI Sp. z o.o. (“WoM ASI”) has signed a Letter of Intent (the “Letter”) with Closer Music Corporation (“CMC”), a company formed in 2021 with its registered seat in New York, USA, whose shareholders are managers with international experience who are successful in many areas of business. The parties have agreed that WoM ASI will contribute to CMC all of its shares in Closer Music Sp. z o.o. (“CM”), i.e. 8,466 shares (hereinafter: “CM Shares”), representing 84.53% of the total shares as at the date of signing of the Letter, while CMC will issue new CMC shares, which WoM ASI alone will be entitled to subscribe for. The shares subscribed for by WoM ASI will represent 90% of the total CMC shares after the increase. In this way, WoM ASI, in which IMS S.A. owns 100% of the shares, will take control of CMC and, through CMC, will further control CM.

The acquisition of CMC is a further step in the implementation of the development strategy of the Closer Music project. Through CMC, the sale of music licences will be carried out in the US market. Due to the fact that CMC’s shareholders have a very broad network of business contacts, including among investment funds, the capital group thus constructed will, in the opinion of the Issuer’s management, have better access to sources of capital, primarily from North America, Western Europe and Asia. In addition, CMC’s activities to date have focused precisely on building business relationships among potential investors, thus not conducting typical operational activities. CMC’s shareholders include two members of the Issuer’s Board of Directors.

This Letter is effective until 30 September 2023.