INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD
The Board of Directors of IMS S.A. informs of the receipt on 31 May 2024 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 – regarding the acquisition shares of IMS S.A.
The notification constitutes an attachment to this report.
Management Board of IMS S.A. (the ‘Company’, ‘Issuer’), with reference to ESPI Announcement No. 9 of 9 April 2024, announces that on 23 May. The Company signed an investment agreement (the ‘Agreement’) for the Aroma Project. The Aroma Project relates to intellectual property rights and a prototype of a state-of-the-art device for the provision of aromamarketing services, developed by the Issuer. A party to the agreement, in addition to the Company, is an investor with experience and know-how in the commercialisation of various types of products and services. Among other things, the investor held management positions in large international organisations for many years. A manager with many years of experience in the aroma industry is also a party to the Agreement. The parties to the Agreement will establish the company Aroma General Sp. z o.o., in which IMS will acquire a majority stake, i.e. shares representing 51% of the share capital and total number of votes, the investor will acquire a stake representing 47% of the share capital and total number of votes, and the manager will acquire shares representing 2% of the share capital and total number of votes. The IMS shares will be acquired in exchange for a contribution in kind in the form of the rights to Project Aroma. The investor’s shares will be taken up in exchange for a cash contribution of PLN 799,000, necessary to fund the development work and commence commercialisation of the Aroma Project. In addition, the investor will provide loans to the company in a further amount of up to PLN 500k until 31 December 2025, depending on the Company’s needs, in order to implement the Aroma Project. The manager’s shares will be acquired in exchange for a cash contribution of PLN 34k. The investor and the manager will be the leaders of the Aroma General Sp. z o.o. company. Upon meeting the relevant revenue KPIs, the manager will be entitled to acquire from the investor, at a nominal price, a maximum of 3% of the shares over a 3-year horizon. Commercialisation of the Aroma Project will take place mainly on foreign markets, with a much greater potential than the Polish market.
Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Ordinary General Meeting of the Company held on 23.05.2024, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.
Management Board of IMS S.A. (the “Company”, the “Issuer”) provides the contents of the resolutions adopted on 23.05.2024 by the Ordinary General Meeting (the “OGM”) and the contents of the voting documents as attached.
At the same time, the Management Board of the Company informs that during the OGM, there were no resolutions put to vote and not adopted and no waiver was made from the consideration of any of the items on the agenda. There were no objections to the minutes during the OGM.
The Management Board of IMS S.A. announces that on 23 May 2024 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2023 in the amount of 28 groszy per share, i.e. in the amount of PLN 9.490.344,08.
The dividend will cover 33.894.086 shares.
The Ordinary General Meeting set the dividend date as 28 May 2024, the dividend payment date as 31 May 2024.
Detailed legal basis:
Management Board of IMS S.A. (“Issuer”) informs that on 21th May 2024 an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The Company will issue and sell shares representing a total of 0.14% of the share capital to a new Investor for the amount of PLN 201,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 80 million.
The Investor will pay 100% of the issue price of the new shares within 7 days after the signing of the Agreement. The Company will use the funds raised to further develop and commercialise its music bases. 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 31th December 2024, 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.
With reference to the current report no 7/2024, the Management Board of IMS S.A. (“The Company”) hereby informs that on 21 May 2024 The Supervisory Board of the Company adopted a resolution on the positive assessment of the Management Board’s recommendation, addressed to the General Meeting, to pay a dividend from the profit for 2023 in the amount of PLN 27 per share.
In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 9.151.403,22 The dividend will cover 33.894.086 shares of the Company.
Management Board of IMS S.A. (“Issuer”) informs that on 20th May this year an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The company will issue and sell to the new Investor, Mr Agustin Egurrola, a well-known media and artistic personality, shares representing a total of 0.44% of the share capital for the amount of PLN 305,000, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million. The total valuation of all CM shares (PLN 70 million) takes into account the discount granted to the Investor from the current valuation in the initiated second round of financing amounting to PLN 80 million, resulting from the Investor’s implementation of promotional and media support of CM, including the Investor’s performance of the function of the ‘CM brand ambassador’. In the course of ongoing, regular activities and professional and artistic communication, Mr Egurrola will undertake activities aimed at extensive promotion of the Closer Music brand, in its various forms, as agreed by the parties in the Agreement.
The Investor will pay 100% of the issue price of the new shares within 7 days after the signing of the Agreement. The Company will use the funds raised to further develop and commercialise its music bases. In addition, until 30.09.2024, the Investor has the option to acquire further CM shares representing a total maximum of 1.43% of the share capital for a maximum of PLN 1 million, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million.
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 31th December 2024, 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.
The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) informs that the Supervisory Board of the Company, by its resolution adopted on 14th May 2024, in the framework of realization of the Incentive Scheme for 2021-2023 (hereinafter: “PM IV”), 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, as 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 of the Company, granted a total of 1.200.000 (one million two hundred thousand) subscription warrants entitling the holder to subscribe for the same number of ordinary bearer shares. The warrants are taken up free of charge.
Incentive Scheme IV is addressed to the members of the Management Board of IMS S.A. and to the managers, employees and associates of the companies in the IMS Capital Group.
As part of this allocation (for achieving the goals in 2023), subscription warrants were granted to four Members of the Management Board of IMS S.A., seven members of the Management Boards of subsidiaries belonging to the IMS Capital Group and sixteen employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 630,000 subscription warrants and the employees and associates of the IMS Group also received 570,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2024. Acquisition of shares by the eligible person will take place upon submission of the required documents and payment of the issue price of PLN 0.51 per share (the issue price is equal to the arithmetic mean of the closing prices of IMS S.A. shares on the Warsaw Stock Exchange in the period 01.04.2020 to 31.12.2020, including an 80% discount). The person acquiring shares for 2023 under Incentive Programme IV will be obliged not to dispose of them absolutely (lock-up) by 31.01.2026.
The aim of the 4th Incentive Programme was to create an additional, strong motivating tool to achieve very ambitious goals through such actions as the acquisition of highly valuable entities, generating high sales from the current products and services and acquiring new customers and new markets, which should have a significant effect on the price of IMS S.A. shares. The IMS Group’s performance in 2023, both in terms of revenue and EBITDA, was a record in the organisation’s more than 20-year history.
The content of the Rules and Regulations of the Incentive Programme IV for 2021 – 2023 is published on the Company’s website (www.imssensory.com) in the ESPI report 9/2022 of 09.06.2022 The cost of the share options granted, in accordance with IFRS 2, was recognised in the consolidated annual report for 2023.
The current allotment of share subscription warrants (for meeting targets in 2023) exhausts PM IV for 2021 – 2023. The share packages under the aforementioned Programme went to a very wide range of managers, salespeople and many other individuals important to the functioning of the entire organisation, providing a great incentive for above-average performance. It is worth noting that from the three previous share-based incentive programmes and the just-completed IS IV, approximately 70% of IMS Group personnel became owners of the allocated shares. In the opinion of the Board of Directors, such a wide distribution of shares to board members, managers, employees and associates of IMS Group companies will have a strong motivational effect in the coming years as well. Accordingly, the Management Board of IMS S.A. will not recommend to the Supervisory Board or the General Meeting of Shareholders the adoption of further share-based incentive programs in future years.
