ESPI 34/2020 Signing a significant investment agreement

Management Board of IMS S.A. (“Issuer”) informs that on 20th December this year an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (‘the Company’, ‘Closer Music’), dealing with the development and commercialisation of its own music libraries. The Company will issue and sell to a foreign investor shares representing 4.9% of the share capital (including the issue) for EUR 140 thousand. The estimated valuation of 100% of Closer Music shares is therefore PLN 12.7m. The parties have set the deadline for the realisation of the investment at the end of January 2021. The investor also holds an option to purchase additional 2.1% of shares (the number of shares calculated as at December 2020) for the price of EUR 60,000 over the next two years.

Acquisition of the aforementioned investor, apart from capital for the development of music libraries, is important for further development of Closer Music. This investor – a manager with many years of experience in key positions in the largest European companies in the sensory marketing industry and, consequently, with broad contacts in the industry – will engage in the sale of Closer Music catalogues to companies located in Western Europe.
 

The Agreement needs to be approved of the Issuer’s Supervisory Board and  the Closer Music General Meeting of Shareholders needs to adopt necessary resolutions for it to be implemented.  In the event of refusal to issue the necessary approval or failure to adopt resolutions, the Agreement shall be automatically terminated, and its provisions shall have no legal effect.

ESPI 33/2020 Dismissing of the legal action for revoking the resolution of the Extraordinary General Meeting of 31 July 2018

Management Board of IMS S.A. (“Company”) informs, with reference to report 46/2018 of 07.09.2018 on filing by a shareholder a legal action for revoking resolutions no. 4 and no. 5 of the Issuer’s Extraordinary General Meeting of 31.07.2018, on dismissing in full the abovementioned legal action by the District Court in Warsaw, 16th Commercial Division (file ref: XVI GC 836/18). The judgment in this case is not final.

 

Detailed legal basis:

  • 19, item 1 in connection with §10 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 32/2020 List of shareholders holding at least 5% of votes in the ordinary general shareholder meeting of IMS S.A. On 28.08.2020

The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Ordinary General Shareholder Meeting of the Company which took place on 28.08.2020, specifying the number of votes attributed to each of them on account of held shares and indicating their percentage share in the number of votes in this General Shareholder Meeting as well as in the total number of votes.

1) Michał Kornacki – number of held shares: 5,470,000, number of votes attached to the held shares: 5,470,000, which gave right to 44.42% votes in the Ordinary General Shareholder Meeting and constitutes 17.41% of the total votes;

2) CACHEMAN LIMITED – number of held shares: 2,980,000, number of votes attached to the held shares: 2,980,000, which gave right to 24.20% votes in the Ordinary General Shareholder Meeting and constitutes 9.48% of the total votes;

3) Paweł Przetacznik – number of held shares: 2,154,110, number of votes attached to the held shares: 2,254,110, which gave right to 17.49% votes in the Ordinary General Shareholder Meeting and constitutes 6.85% of the total votes;

4) Przemysław Świderski – number of held shares: 1.200.000, number of votes attributed to held shares: 1.200.000, which gave right to 9.74% votes in the Ordinary General Shareholder Meeting and constitutes 3.82% of the total votes.

ESPI 31/2020 Texts of resolutions adopted in the annual general meeting of IMS S.A. on 28.08.2020

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 28.08.2020 by the Annual General Meeting.

At the same time, the Board of Directors of the Company informs that during the General Meeting no objections were made to the minutes of the meeting regarding adopted resolutions, no resolutions were voted and not adopted, and no item on the agenda was omitted from the examination.

 

Detailed legal basis:

Article 19 paragraph 1 point 6 and 7, 8, 9 of the Regulation on current and periodic information

ESPI 30/2020 Dividend payment

The Board of Directors of IMS S.A. informs that on 28 August 2020 the Ordinary General Shareholder Meeting of IMS S.A. adopted the resolution regarding the payment of dividend for year 2019 in the amount of PLN 0.05 per share, i.e. PLN 1,554,954.30. The dividend will cover 31,099,086 shares (235,000 Company’s own shares do not participate in the dividend).

The Ordinary General Shareholder Meeting set the dividend record date at 4 September 2020, the dividend payment date is 18 September 2020.

Detailed legal basis:

Article 19 paragraph 2 of the Regulations of the Minister of Finance 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.

ESPI 29/2020 Change in the date of publication of interim report for H1 2020

The Management Board of IMS S.A. informs about the change of the date of publication of the consolidated interim report for H1 2020. The report will be published on 3 September 2020, not as the Company informed on 27 August 2020 (according to current report no. 1/2020 of 20 January 2020).

Detailed legal basis: §80 section 2 of the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic information.

ESPI 27/2020 Opinion of the Supervisory Board on the Management Board’s recommendation to pay dividends for 2019

With reference to the current report no 25/2020, the Management Board of IMS S.A. (“Company”) hereby informs that on 4th August 2020 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 2019 in the amount of PLN 0.05 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 1,554,954.30

The dividend will cover 31.099.086 shares (i.e. the number of the Issuer’s shares minus the purchased own shares).

ESPI 26/2020 Convening the Ordinary General Meeting of IMS S.A. for 28 August 2020

The Management Board of IMS SPÓŁKA AKCYJNA with its registered office in Warsaw (address: ul. Puławska 366, 02-819 Warsaw), entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the number KRS 0000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 628 481.72, paid in full (hereinafter referred to as: The “Company”), acting pursuant to Article 399 § 1 of the Commercial Companies Code in connection with § 10.3 (first sentence) of the Company’s Articles of Association, convenes for 28 August 2020 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 12:00.

The agenda of the Ordinary General Meeting of the Company is as follows:

  • Opening of the Ordinary General Meeting of the Company,
  • Election of the Chairperson of the Ordinary General Meeting of the Company,
  • Drawing up the attendance list and stating the correctness of convening the Ordinary General Meeting of the Company and its ability to adopt resolutions,
  • Election of the Vote Counting Committee,
  • Adoption of the agenda of the Ordinary General Meeting of the Company,
  • Review of the Company’s financial statements for 2019, including the independent auditor’s report on the audit of the Company’s financial statements for 2019,
  • Review of the Management Board’s report on the Company’s activities for 2019,
  • Review of the consolidated financial statements of the Company’s Capital Group for 2019, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Examination of the report on activities of the Company’s Capital Group for 2019,
  • Examination of the report of the Company’s Supervisory Board on the results of the evaluation of the Company’s financial statements and the report of the Management Board on the Company’s activities for 2019, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2019 and the proposal of the Management Board on the distribution of the Company’s net profit for 2019 and the proposal of the Company’s Supervisory Board on granting a vote of acceptance to members of the Company’s Management Board for the discharge of their duties in 2019,
  • Adopting a resolution on the approval of the Company’s financial statements for 2019,
  • Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2019,
  • Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the distribution of the Company’s net profit for 2019,
  • Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2019,
  • Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2019,
  • Adoption of a resolution on changing the terms of remuneration of the Company’s Supervisory Board members,
  • Adoption of a resolution on changing the terms of remuneration of the members of the Company’s Audit Committee,
  • Adoption of a resolution on amending the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on establishing and adopting the uniform text of the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on the adoption of the remuneration policy for members of the Management Board and Supervisory Board of the Company,
  • Free queries and requests,
  • Closing of the Ordinary General Meeting of the Company.

ESPI 25/2020 Recommendation of the Management Board of IMS S.A. concerning payment of dividend for 2019

Management Board of IMS S.A. (“Company”, “Issuer”), with reference to report No 15/2020 dated 23 April 2012, informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2019 in the amount of 5 gr/share. The above mentioned recommendation means that the amount of PLN 1,554,954.30 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 29 July 2020, is 1.86%.
 The dividend will cover 31.099.086 shares (i.e. the number of the Issuer’s shares minus the purchased own shares).

The above mentioned recommendation of dividend payment is a result of a broad analysis of the situation of the Company, IMS S.A. Capital Group and the economic environment. In particular, it concerns a stable, good financial situation of the Issuer, gradual increase in the number of subscription locations over the possession at the end of 2019 and reviving revenues from advertising services.

If the recommended dividend is approved by the AGM, it will be the eighth year in a row, when the Company shares the profit with the Shareholders.