Management Board of IMS S.A. (‘The Company’, ‘Issuer’) announces a change in the publication date of the consolidated half-yearly report for the first half of 2024. The report will be published on 18 September 2024 and not on 11 September 2024 as originally announced by the Company (Current Report No. 3/2024 of 11 January 2024). The change of the publication date of the report is due to the large amount of work on the full, ‘book’ version of the report. At the same time, the Issuer’s Management Board informs that the final financial results for H1 2024 will not change compared to the estimated results for H1 2024 published on 4 September in current report No. 33/2024.

 

Detailed legal basis: §80(2) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for H1 2024.

Management Board of IMS S.A. (‘Issuer’, ‘IMS’) announces that on 14 August this year, an Investment Agreement (‘Agreement’) was signed to raise capital for its subsidiary, Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The parties to the Agreement are the Investors:

– two family foundations controlled by Mr Krzysztof Bajołek and his family.
 Mr Krzysztof Bajołek is a well-known entrepreneur and investor, founder of the market success brands House and Mohito as well as Answear.com

and  

CM and US-based Closer Music Corporation (“CMC”) (a subsidiary of the Issuer through which the Issuer controls CM).

The Investors will invest a total of PLN 4 million at a pre-money valuation of 100% of Closer Music’s shares of PLN 70 million and will thus acquire a total of 643 shares representing 5.4% of CM’s capital after the increase. The Investors have obtained a discount from the current valuation of PLN 80 million, resulting from the Investors’ extensive knowledge, know-how and experience in e-commerce (including building and developing sales platforms), with which the Investors will support CM in the course of its operations.

 

The CM will use the funds raised for further development, in particular for:

– marketing and promotional activities mainly related to the on-line channel;

– increasing the sales force and acquiring new customers;

– expanding the on-line sales application.

 

Investors have the right to exchange their CM shares for CMC shares according to a fixed parity of 1 CM share = 1,127.36829 CMC shares, i.e. exchange 643 CM shares for 724,898 CMC shares. The parity is identical to the investment agreement signed on 12 November 2023 with JRH and EKIPA (the Issuer informed about it in current report ESPI 43/2023 of 13 November 2023). Unlike the aforementioned agreement with JRH and Ekipa of last November, the current Agreement does not provide for the conversion of CM shares into IMS S.A. shares.

The Agreement also contains, inter alia, CM’s future corporate governance rules, customary transaction rights (e.g. anti-dilution, tag-along, drag-along, pre-emptive rights), representations and warranties and contractual penalties adequate and determined at arm’s length for this type of transaction. 

The Agreement shall enter into force upon its conclusion and shall remain in force until the date on which the Investors’ aggregate holding falls below 2.7% of the total number of all shares of  CM.

The Management Board of IMS S.A. announces that on 9 August 2024 it received notifications, pursuant to Article 19(1) of the MAR Regulation, from two members of the Management Board of IMS S.A. concerning transactions between them on the Company’s shares.

The notifications constitute attachments to this report.

With reference to the report no 29/2024 of 6th August 2024, the Management Board of IMS S.A. (the ‘Company’) announces that it has today become aware of the National Depository for Securities S.A. Statement No. 778/2024 on the assimilation on 12 August 2024 of 1,200,000 series D bearer shares of the Company with the ISIN code PLINTMS00076 with the shares of the Company traded under the common ISIN code PLINTMS00019.

 

Detailed legal basis:

• 17(1)(1) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

Management Board of IMS S.A. (the “Company”) announces that on 5th August 2024, the Board of the Warsaw Stock Exchange adopted Resolution No. 1007/2023 on the admission and introduction to trading on the WSE Main Market of the Company’s series D ordinary bearer shares.

In the wording of the resolution, the Exchange Board stated that 1.200.000 (one million two hundred thousand) series D ordinary bearer shares of the Company, with a nominal value of PLN 0.02 (two cents) each, designated by the National Securities Depository S.A. with the code “PLINTMS00076”, are admitted to trading on the parallel market.

At the same time, the Exchange’s Board of Directors decided to introduce the aforementioned shares to trading on the parallel market on 12th  August 2023, provided that the National Securities Depository S.A. on 12th August 2023 assimilates these shares with the Company’s shares traded on the exchange, marked with the code “PLINTMS00019”.

Detailed legal basis:

• 17(1)(2) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

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.