Management Board of IMS S.A. (“Issuer”) informs that on 27th July this year another 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 shares representing a total of 1.82% in the increased share capital to the new investor for PLN 748 thousand, i.e. at the estimated valuation of 100% of Closer Music shares amounting to PLN 40 million. The discount in relation to the original issue price (giving a valuation of approximately PLN 50 million) results from the fact that the investor, a lawyer permanently residing in the USA with many years of international experience in the field of copyright, will be involved in the development and building of Closer Music’s market position in the United States. The parties have set the deadline for completion of the investment at the end of August 2021. The funds raised will be used to further expand Closer Music’s music libraries.

The issued number and % of shares for the new investor take into account the already granted and not yet taken up shares from the Incentive Program for 2020 for the members of the management board of Closer Music and shares issued as part of the conversion of the Issuer’s loans granted to the Company (PLN 2 850 000 of loans from IMS S.A. for 40% of shares in Closer Music calculated taking into account this 40% of the issue – “post-money”, a favourable form of issue for the lender).

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

In June and July this year, investment agreements were signed to raise a total of PLN 1.2 million for Closer Music. The Issuer expects to raise further funding for Closer Music in the coming months. In particular, in the second to third quarter of 2022, the Issuer will seek to raise financing in the USA for a related company in the USA, which will conduct business identical to Closer Music Sp. z o.o. – i.e. it will be involved in the construction and commercialisation of music libraries in the United States, the largest music market in the world. Taking into account the prospects for companies creating music content and the related publicly available valuations of other companies in the broadly defined industry, as well as the consistent implementation of the Closer Music strategy, IMS S.A. expects the capitalisation of Closer Music in the next round of financing carried out in the United States to be at least several times higher than the current valuation.

Management Board of IMS S.A. (“Company”, “Issuer”) informs that a subsidiary of the Issuer – Closer Music Sp. z o.o. – signed on July 11 an agreement with a Western European company with approximately 30,000 audio subscription locations in several countries for Closer Music to provide music libraries and use them in its playlists worldwide.

 Estimated annual revenues from the public use of Closer Music’s music libraries will amount to approximately PLN 5-7 million in the first year of the agreement. The agreement was concluded for a fixed period until 30 June 2022. The agreement is subject to automatic renewal for a further fixed period of twelve months unless either party effectively delivers a written notice of resignation to the other party no later than three months before the expiry of the agreement.

 Such renewal (prolongation) of the agreement will recur after the expiry of each successive term of the agreement. The Company expects that with the expansion of Closer Music’s catalogues, revenues from the agreement will be even higher in the subsequent years of the agreement. In the second half of 2021 and subsequent years, the Issuer expects Closer Music to sign further such agreements, primarily with companies in Western Europe and the United States.

Management Board of IMS S.A. (“Issuer”) informs that on 9th July this year another 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 the new investor shares constituting in total 0.376% of the share capital for the amount of PLN 152 thousand, i.e. at the estimated valuation of 100% of Closer Music shares amounting to PLN 40 million. The discount in relation to the last issue price results from the fact that the investor, who is at the same time Vice-President of the Management Board and Sales Director of the Issuer, will be involved in the development and building of the market position of Closer Music. The parties have set the deadline for completion of the investment at the end of July 2021. The funds raised will be used to further expand Closer Music’s music libraries.

The issued number and % of shares for the new investor take into account the already granted and not yet taken up shares from the Incentive Program for 2020 for the members of the management board of Closer Music and shares which will most probably be issued as part of the conversion of the Issuer’s loans granted to the Company (PLN 2 850 000 of loans from IMS S.A. for 40% of shares in Closer Music calculated taking into account this 40% of the issue – “post-money”, a favourable form of issue for the lender). However, if the Issuer did not exercise its right to convert the loans in whole or in part in the future, the investor shall be obliged to adequately, proportionally redeem the acquired shares at their nominal price or to make an appropriate, proportional additional payment for each of the acquired shares so that the valuation of Closer Music, agreed upon by the parties to the transaction, amounting to PLN 40 million, would be maintained.

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.

The Issuer expects to raise further funding for Closer Music in the coming months. In particular, in the second to third quarter of 2022, the Issuer will seek to raise financing in the USA for a company related to Closer Music in the USA, which the Issuer intends to set up in the coming weeks to conduct activities identical to Closer Music Sp. z o.o. – i.e. construction and commercialisation of music libraries, in the United States, which is the largest music market in the world. Taking into account the prospects for companies creating music content and the related publicly available valuations of other companies in the broadly defined industry, as well as the consistent implementation of the Closer Music strategy, IMS S.A. expects the capitalisation of Closer Music in the next round of financing carried out in the United States to be at least several times higher than the current valuation.

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 29.06.2021, 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) Dariusz Lichacz – number of held shares: 6,188,820, number of votes attached to the held shares: 6,188,820, which gave right to 34.01% votes in the Ordinary General Shareholder Meeting and constitutes 19.90% of the total votes;

2) Michał Kornacki – number of held shares: 5,470,000, number of votes attached to the held shares: 5,470,000, which gave right to 30.06% votes in the Ordinary General Shareholder Meeting and constitutes 17.59% of the total votes;

3) CACHEMAN LIMITED – number of held shares: 2,980,000, number of votes attached to the held shares: 2,980,000, which gave right to 16.38% votes in the Ordinary General Shareholder Meeting and constitutes 9.58% of the total votes;

4) Paweł Przetacznik – number of held shares: 2,154,110, number of votes attached to the held shares: 2,254,110, which gave right to 11.84% votes in the Ordinary General Shareholder Meeting and constitutes 6.93% of the total votes.

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 29.06.2021 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

The Board of Directors of IMS S.A. informs that on 29 June 2021 the Ordinary General Shareholder Meeting of IMS S.A. adopted the resolution regarding the payment of dividend for year 2020 in the amount of PLN 0.10 per share, i.e. PLN 3,109,908.60.

The dividend will cover 31,099,086 shares.

The Ordinary General Shareholder Meeting set the dividend record date at 6 July 2021, the dividend payment date is 20 July 2021.

 

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.

Management Board of IMS S.A. (“Issuer”) informs that on 24th June this year investment agreements were signed concerning the acquisition of the 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 shares representing a total of 0.60% of the share capital to two new investors with many years of experience in managing investment funds for the amount of PLN 301.8 thousand, i.e. at the estimated valuation of 100% of Closer Music shares amounting to PLN 50 million. The parties have set the deadline for completion of the investment at the end of July 2021. The funds raised will be used to further expand Closer Music’s music libraries.

The issued number and % of shares for new investors take into account the already granted and not yet taken up shares from the Incentive Program for 2020 for the members of the management board of Closer Music and shares which will most probably be issued as part of the conversion of the Issuer’s loans granted to the Company (PLN 2 850 000 of loans from IMS S.A. for 40% of shares in Closer Music calculated taking into account this 40% of the issue – “post-money”, a favourable form of issue for the lender). However, if the Issuer did not exercise its right to convert the loans in whole or in part in the future, the investors shall be obliged to adequately, proportionally redeem the acquired shares at their nominal price or to make an appropriate, proportional additional payment for each of the acquired shares so that the valuation of Closer Music, agreed upon by the parties to the transaction, amounting to PLN 50 million, would be maintained.

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.

The Issuer expects to raise further funding for Closer Music in the coming months. In particular, in the second to third quarter of 2022, the Issuer will seek to raise financing in the USA for a company related to Closer Music in the USA, which the Issuer intends to set up in the coming weeks to conduct activities identical to Closer Music Sp. z o.o. – i.e. construction and commercialisation of music libraries, in the United States, which is the largest music market in the world. Taking into account the prospects for companies creating music content and the related publicly available valuations of other companies in the broadly defined industry, as well as the consistent implementation of the Closer Music strategy, IMS S.A. expects the capitalisation of Closer Music in the next round of financing carried out in the United States to be at least several times higher than the current PLN 50 million.

With reference to the current report no 15/2021, the Management Board of IMS S.A. The Company herby informs that on this day, 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 2020 in the amount of PLN 0.7 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 2,176,936.02

The dividend will cover 31,099,086 shares of the Company.

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 621 481.72, 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 29 June 2021 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 09:00.

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 2020, including the independent auditor’s report on the audit of the Company’s financial statements for 2020,
• Review of the Management Board’s report on the Company’s activities for 2020,
• Review of the consolidated financial statements of the Company’s Capital Group for 2020, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2020,
• Examination of the report on activities of the Company’s Capital Group for 2020,
• 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 2020, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2020 and the proposal of the Management Board on the distribution of the Company’s net profit for 2020 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 2020,
• Consideration of the 2019 and 2020 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
• Adopting a resolution on the approval of the Company’s financial statements for 2020,
• Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2020,
• Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2020,
• Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2020,
• Adoption of a resolution on the distribution of the Company’s net profit for 2020,
• Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2020,
• Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2020,
• 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 giving an opinion on the selection of an auditor to evaluate the report on remuneration of the members of the Management Board and Supervisory Board for 2019 and 2020 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2019 and 2020,
• Free queries and requests,
• Closing of the Ordinary General Meeting of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”), informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2020 in the amount of 7 gr/share. The above mentioned recommendation means that the amount of PLN 2.176.936,02 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 01/06/2021, is 1.94%. The dividend will cover 31,099,086 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, increase in the number of subscription locations and reviving revenues from advertising services. The aforementioned recommendation is also 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.

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