Management Board of IMS S.A. (“Issuer”) announces that on 28 February 2023, its subsidiary Closer Music Sp. z o.o. (“CM”) has signed a significant commercial contract with a well-known international brand for comprehensive music services for the brand’s retail outlets. The contract is significant both in terms of the number of subscription locations and the annual revenue volume generated. By the end of 2024, CM will have provided the service at around 1,800 locations, with the possibility of increasing the number of outlets served to around 4,500 in subsequent years. The contract is for a fixed term of 12 months. The contract is subject to automatic renewal unless either party notifies the other party no later than 90 days prior to the contract term of its intention not to renew the contract. Such renewal will recur after each new contract term.

Apart from the great benefits related to the generated revenue and profit from the contract, in the Issuer’s opinion, the aforementioned contract is also very important due to the fact that a large European player has appreciated the quality of CM’s music content and the professionalism of the services provided. In the opinion of the Management Board of IMS S.A., this will facilitate further entering into large contracts by CM with other international brands.

Estimated results of the IMS Capital Group for 2023 – DOWNLOAD

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

Further to the information provided by IMS S.A.  (“Company”, “Issuer”) on 10 January 2024, by means of the ESPI 1/2024 report, the Management Board of IMS S.A. informs that on 27 February 2024 it became aware of the registration on 26 February 2024 by the District Court for the Capital City of  Warsaw, 13th Commercial Division of the National Court Register, of amendments to the Company’s Articles of Association concerning, in particular, a conditional increase in the Company’s share capital.

On 10 January 2024, the Extraordinary General Meeting of IMS S.A. adopted Resolution No. 5 on a conditional increase in the Company’s share capital through the issue of series E shares with a simultaneous deprivation of the pre-emptive right of the Company’s existing Shareholders and on authorising the Company’s Management Board to determine the consolidated text of the Company’s Articles of Association taking into account the increase in the share capital in connection with the acquisition of series E shares, as a consequence of which the conditional increase in the share capital will amount to no more than PLN 17,094 through the issue of no more than 854,700 series E shares.

The purpose of the conditional share capital increase is the exercise of rights to acquire the Company’s shares by holders of series E subscription warrants issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of 10 January 2024, in order to implement the provisions of the Investment Agreement concluded on 12 November 2023, the conclusion of which the Company announced in Current Report No. 43/2023 of 13 November 2023. Pursuant to the Investment Agreement, the Company is obliged to offer the Investors subscription warrants, as an option to convert their acquired new shares in Closer Music Sp. z o.o. with its registered office in Warsaw, a subsidiary of the Company, into shares in the Company, at an issue price of PLN 3.51 (in words: three zlotys and fifty-one groszy) per each share of the Company, acquired as a result of exercising the rights from the series E subscription warrants.

At the same time, the Court, pursuant to Resolution No. 6 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 10 January 2024, registered amendments to the Company’s Articles of Association, including an update in the wording of the Articles of Association of the amount of the share capital, which was increased as a result of the issue of the Company’s series D shares under the registered conditional increase of the Company’s capital, of which the Issuer informed in current report No. 40/2023 of 16 October 2023.

The amount of the Company’s share capital is: PLN 677,881.72 (six hundred and seventy-seven thousand eight hundred and eighty-one zloty and 72/100).

The share capital is divided into 33,894,086 (thirty-three million eight hundred and ninety-four thousand and eighty-six) bearer shares, including:

– 30,598,586 (thirty million five hundred and ninety-eight thousand five hundred and eighty-six) series A bearer shares,

– 500,500 (five hundred thousand five hundred) series C bearer shares,

– 2,795,000 (two million, seven hundred and ninety-five thousand) series D bearer shares

with a nominal value of PLN 0.02 (two groszy) each.

The total number of votes at the Company’s General Meeting is currently 33,894,086.

Attached to this report, the Issuer provides a list of all registered amendments to the document.

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