ESPI 39/2018 Contents of resolutions adopted by the extraordinary general meeting of ims s.A. On 31.07.2018

The Board of Directors of IMS S.A. (“Company”, “Issuer”) presents the text of the attached resolutions adopted on 31.07.2018 by the Extraordinary General Meeting of the Company (“EGM”).

To supplement this information, the Company informs that resolution No.5 includes amendments to the Articles of Association, whereas resolution No.6 – the consolidated text of the Articles of Association. The Board provides the attached list of previous and amended provisions of the Articles of Associations.

At the same time the Board of the Company informs that during the session of the EGM objections were raised against adopted Resolutions No. 4, 5 and 6 and recorded in the minutes of the meeting. No resolutions were voted and not adopted and during the EGM no item on the agenda was omitted from the examination.

During the session of the EGM the Board of Directors of the Company submitted a self-amendment to the draft resolution No. 4 (and consequently to draft resolution No. 5 and No. 6), consisting in the amendment in the draft of the total amount of the target capital from PLN 320,000.00 (i.e. the number of shares which may be issued – 16,000,000) to PLN 100,000 (i.e. the number of shares which may be issued – 5,000,000) and the proviso that:

  1. the sole objective of the share issued as part of the Board’s authorisation to increase the share capital as part of the target capital is to finance merger and acquisition transactions, also by issuing IMS shares as payment for stocks, shares or organised part of enterprise of the taken-over (acquired) entity,
  2. the issue price of the issued shares as part of the execution of the Board’s authorisation mentioned above (series B bearer shares) is each time established by the Board of Directors with the consent of the Supervisory Board, whereas this price may not be lower than the arithmetic mean of closing prices of stock exchange trading sessions in the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) in the period of three months preceding the conclusion of the preliminary or final investment agreement regarding the transaction specified in paragraph a) above.

Resolutions No. 4, 5 and 6 as amended were adopted by the EGM.

The objective of the Board of Directors of the Company, in line with the adopted and executed development strategy, is among other things growth by means of acquisitions. The Board is conducting talks with several entities interested in joining the IMS Capital Group. It is possible that if the talks are successful, transactions will be partly finalised by clearing them using Company’s shares. Apart from the terms and conditions specified in Resolution No. 4 the Board will aim at concluding M&A transactions while following the rules below:

  1. financial parameters (e.g. the quotient of the transaction price and EBITDA or the quotient of the transaction price and the net profit) of the transactions are not lower than the financial parameters for IMS S.A.,
  2. financial conditions of the transaction will include as far as possible the earn-out clause, providing the pay-out of a considerable portion of payment after previously specified date and after achieving financial objectives specified in the investment agreement,
  3. the subject of the transactions will be entities from Issuer’s industry or complimentary to the business profile of the IMS Capital Group, whose inclusion in the composition of the group will lead to the increased efficiency of the conducted business activity, the improvement of the market position and competitive advantage.

Detailed legal basis:

  • 19 paragraph 1 points 6-9 of the Regulations of the Minister of Finance of 29 March 2018 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.

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