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.
Estimated results of the IMS Capital Group for the first half of 2023 – DOWNLOAD
Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for H1 2023.
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).
