The Management Board of IMS S.A. announces that the date of publication of the standalone annual report for 2021 and the consolidated annual report for 2021 has been changed. Both reports will be published on 27 April 2022, and not, as initially announced by the Company, on 12 April 2022. (in accordance with current report No. 1/2022 of 13 January 2022).

 

Detailed legal basis: §80 (2) of the Regulation on current and periodic information

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 2022:

1. Consolidated quarterly reports:

– the quarterly report for Q1 2022 – 26.05.2022

– the quarterly report for Q3 2022 – 24.11.2022.

      2. The consolidated interim report for H1 2022 – 13.09.2022 

      3. The annual report – separate – for 2021 – 12.04.2022 

      4. The annual report – consolidated – for 2021 – 12.04.2022.

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 2021 and Q2 2022.

 

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 that on November 30, 2021, Mr. Piotr Kabaj tendered his resignation from the position of Vice President of the Management Board of the Company, effective as of November 30, 2021. Mr. Piotr Kabaj did not specify the reasons for his resignation.

 

Detailed legal basis:

5 point 4 in connection with §9 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.

Management Board of IMS S.A. (“Issuer”), with reference to the ESPI report 34/2020, informs that on 23 September this year, a foreign investor, pursuant to the investment agreement dated 20 December 2020, informed the Issuer of its will to exercise the option to purchase shares of Closer Music Sp. z o.o. (the “Company”, “Closer Music”), currently representing 1.08% of all shares, for the price of EUR 60 thousand. The Management Board of the Issuer and the Management Board of the Company will take the necessary formal and legal actions in the near future in order to fulfil the obligation under the agreement of December 2020.

The Board of Directors of IMS S.A. informs that on 16 August 2021 it received notifications under Article 19(1) of the Market Abuse Regulation from the Members of the Board of IMS S.A. – regarding the disposal and acquisition shares of IMS S.A.

The notifications constitute attachments to this report.

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