Management Board of IMS S.A. (“Issuer”) informs that on 12th July 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 0.13% of the share capital to a new Investor for the amount of PLN 107,000, 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.

Management Board of IMS S.A. (‘Company’) announces that on 4 July 2024 the Company received a notification, pursuant to Art. 69.1.2(a) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, from Cacheman Limited on a change in its share in the total number of votes in IMS SA.

The submission of the aforementioned notification is connected with the change (reduction) in the share in the total number of votes in the Company in connection with the increase in the share capital resulting from the acquisition of the series D shares, of which the Company informed in current report No. 24/2024 on 4 July 2024.

The notification is attached to this report.

The Management Board of IMS S.A. announces that on 4 July 2024 it received notifications, pursuant to Article 19(1) of the MAR Regulation, from four members of the Management Board of IMS S.A. concerning transactions in the Company’s shares.

The notifications constitute attachments to this report.

The Management Board of IMS S.A. announces that on 3rd and 4th July 2024, persons entitled under the Incentive Scheme 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 Scheme was announced by the Company in current report No. 11/2023 of 15 May 2024. 

Following the acquisition of shares on 3 – 4 July 2024, Incentive Programme IV for 2023 and the entire Incentive Programme IV covering the years 2021 – 2023 were completed. As previously communicated, the Company does not plan any further share-based incentive schemes for IMS S.A. in the coming years.

 As part of the aforementioned Incentive Scheme, for 2023, eligible persons acquired a total of 1,200,000 series D shares. The issue price of series D shares, in accordance with the rules of the Incentive Scheme, was PLN 0.51 per share. The right to subscribe for series D shares could be exercised no later than 31 July 2024. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2026.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 24.000,00. Following the increase, the Company’s share capital amounts to PLN 701.881,72 and is divided into 35.094.086 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 3.995.000 D series shares.

D Series shares subscribed for represent a total of 3.54% of the share capital before the increase and 3.54% 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 35.094.086.

The Company will take steps in the near future to register the shares subscribed for by eligible persons and to list them on the regulated market.

 

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