ESPI 23/2024 Signing a significant investment agreement

Management Board of IMS S.A. (“Issuer”) informs that on 27th June 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.

ESPI 22/2024 Signing a significant investment agreement

Management Board of IMS S.A. (“Issuer”) informs that on 26th June 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 0.88% of the share capital to a new Investor for the amount of PLN 704,000, 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 14 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.

ESPI 21/2024 Signing a significant investment agreement

Management Board of IMS S.A. (“Issuer”) informs that on 12th June 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 0.38% of the share capital to a new Investor for the amount of PLN 306,000, 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.

ESPI 20/2024 Information on transactions on shares of the company

INFORMATION 19 MAR M. KORNACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 3 June 2024 of the notification pursuant to Article 19 paragraph 1 of the MAR from the President of the Board IMS S.A. Mr Michał Kornacki – regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 19/2024 Information on transactions on shares of the company

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.

ESPI 18/2024 Signing of the investment agreement on the Aroma Project

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.

ESPI 17/2024 List of shareholders holding at least 5% of votes at the Annual General Meeting of IMS S.A. on 23.05.2024

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.

  • Dariusz Lichacz – number of shares held: 6,300,000, number of votes attributable to shares held: 6,300,000, which entitled to 35.12% of votes at the Annual General Meeting and constitutes 18.59% of the total number of votes;
  • Michał Kornacki – number of shares held: 5,474,000, number of votes attributable to shares held: 5,474,000, which entitled to 30.52% of votes at the Annual General Meeting and constitutes 16.15% of the total number of votes.
  • CACHEMAN LIMITED – number of shares held: 3.416.529, number of votes attributable to shares held: 3.416.529, which entitled to 19.05% of votes at the Annual General Meeting and constitutes 10.08% of the total number of votes;
  • Paweł Przetacznik – number of shares held: 2.044.110, number of votes attributable to shares held: 2.044.110, which entitled to 11.40% of votes at the Annual General Meeting and constitutes 6.03% of the total number of votes.

ESPI 16/2024 Content of the resolutions passed by the Ordinary General Meeting of IMS S.A. on 23.05.2024

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.

ESPI 15/2024 Payment of dividend

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:

  • 19, item 2 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 14/2024 Signing a significant investment agreement

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.