Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 8 April this year The Company signed a letter of intent regarding 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 letter, 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. Commercialisation of the Aroma Project will take place mainly on foreign markets, with a much greater potential than the Polish market. The parties to the letter will form a company in which IMS will acquire a majority stake, i.e. shares representing at least 51% of the share capital and the total number of votes, while the investor will acquire a minority stake, i.e. shares representing at least 44% of the share capital and the total number of votes. The IMS shares will be acquired in exchange for a contribution in kind in the form of intellectual property rights to Project Aroma. The investor’s shares will be acquired in exchange for a cash contribution of PLN 0.8 million, necessary to fund the development and commencement of commercialisation of the Aroma Project. In addition, until 31 December 2025, depending on the Company’s needs, the investor will provide the company with loans in a further amount of up to PLN 0.5 million to implement the Aroma Project.

The detailed terms and conditions of the Company’s investment and operation will be set out in the investment agreement, which is expected to be signed by 30 June 2024 at the latest.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that, starting with the dividend for the 2024 financial year, the IMS Group’s dividend policy is changing. The revision concerns two areas:

1/ Timing of dividend payments. Starting with the dividend for 2024, the Company will pay an advance dividend each year. The advance payment will be made in November or December of the financial year to which the dividend relates, and the balance of the dividend amount will be paid in May or June of the following calendar year, following the approval of the financial statements for the financial year to which the dividend relates. Thus, the transfer of dividend funds will be made to the Company’s Shareholders at regular intervals of approximately six months. At the same time, the Management Board informs that the advance payment will constitute approximately 30% – 60% of the expected dividend amount for the entire financial year.

2/ Dividend amount. The previous dividend policy of the IMS Group stipulated that at least 60% of the consolidated net profit attributable to the parent company should be distributed annually to the Shareholders.
 The revised dividend policy, effective as of financial year 2024, provides for the annual distribution to Shareholders of at least 75% of the consolidated net profit attributable to the parent company.

At the same time, the Management Board of the Issuer announces that it maintains its recommendation for the payment of dividends for the financial year 2023, published in ESPI Report No. 7 of 11 March 2024.

Management Board of IMS S.A. (“Company”, “Issuer”), announces that, in view of the very good results for 2023 (the highest revenues and EBITDA in the history of the IMS Group), it will recommend to the Supervisory Board and the Annual General Meeting (“AGM”) of the Company to pay a dividend for 2023 of 27 gr. per share. The aforementioned recommendation implies the appropriation of the amount of PLN 9,151,403.22 for the payment to Shareholders.  The dividend rate, based on the closing price of 08/03/2024, is 6.7%. The dividend will cover 33.894.086 shares. Both the size of the recommended dividend per share and the total dividend amount are the highest ever. The aforementioned recommendation is in line with the dividend policy pursued by the IMS Group, which provides that at least 60% of the consolidated net profit attributable to the parent company is distributed to shareholders on an annual basis. The amount of the dividend proposed for 2023 represents more than 100% of the consolidated net profit attributable to shareholders of the parent company. If the recommended dividend is approved by the AGM, this will be the 12th consecutive year that the Company has shared its profit with Shareholders.

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

Management Board of IMS S.A.. (“the Company”), with reference to current report no. 2/2024 of 10 January 2024, hereby corrects an obvious clerical error which appeared in the content of the aforementioned report.

The number of votes from shares held by the Shareholder Mr Michał Kornacki was indicated incorrectly.
The correct number of votes from the shares held is 5,474,000 and not 55,474,000 as indicated in the report.

Below the Company provides the full content of the corrected current report:

Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of the Company held on 10.01.2024, 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: 6.368.820, number of votes attributable to shares held: 6.368.820, which entitled to 33.31% of votes at the Extraordinary General Meeting and constitutes 18.79% 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 28.63% of votes at the Extraordinary General Meeting and constitutes 16.15% of the total number of votes.
• CACHEMAN LIMITED – number of shares held: 3.415.490, number of votes attributable to shares held: 3.415.490, which entitled to 17.86% of votes at the Extraordinary 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 10.69% of votes at the Extraordinary General Meeting and constitutes 6.03% of the total number of votes.

The Board of Directors of IMS S.A. (the “Company”, the “Issuer”) hereby announces the dates of publication of periodic reports in the financial year 2024:

1. Consolidated quarterly reports:

– the quarterly report for Q1 2024 – 28.05.2024

– the quarterly report for Q3 2024 – 26.11.2024.

      2. The consolidated interim report for H1 2024 – 11.09.2024 

      3. The annual report – separate – for 2023 – 17.04.2024 

      4. The annual report – consolidated – for 2023 – 17.04.2024.

The Board of Directors of the Company informs that pursuant to Article 62 paragraphs 1 and 3 of the Regulations of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states (“Regulations”) the consolidated quarterly reports and the consolidated interim report will include the quarterly financial information and the condensed interim financial statements respectively.

At the same time, the Board of Directors of the Company informs that pursuant to Article 79 paragraph 2 of the Regulations the Issuer will not publish quarterly reports for Q4 2023 and Q2 2024.

 

Detailed legal basis: Article 80 paragraph 1 of the Regulations of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states.

Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of the Company held on 10.01.2024, 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: 6.368.820, number of votes attributable to shares held: 6.368.820, which entitled to 33.31% of votes at the Extraordinary General Meeting and constitutes 18.79% of the total number of votes.
• Michał Kornacki – number of shares held: 5.474.000, number of votes attributable to shares held: 55.474.000, which entitled to 28.63% of votes at the Extraordinary General Meeting and constitutes 16.15% of the total number of votes.
• CACHEMAN LIMITED – number of shares held: 3.415.490, number of votes attributable to shares held: 3.415.490, which entitled to 17.86% of votes at the Extraordinary 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 10.69% of votes at the Extraordinary General Meeting and constitutes 6.03% of the total number of votes.

Management Board of IMS S.A. (the “Company”, “Issuer”) provides the contents of the resolutions adopted on 10.01.2024 by the Extraordinary General Meeting (the “EGM”) as attached.

At the same time, the Management Board of the Company informs that during the EGM, 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 EGM.

 

Detailed legal basis:

• 19 (1) (6) and (7), (8), (9) of the Regulation on current and periodic information