With reference to the ESPI report no 2/2021, the Management Board of IMS S.A. (“Company”, “Issuer”) informs that on March 2, 2021. The Extraordinary General Meeting of the Company, by Resolution No. 7, adopted the Incentive Scheme IV for 2021 – 2023, based on management options, for the members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group, and approved the Regulations of the Scheme (“Regulations of the Incentive Programme IV”; “Regulations IV”).
The aim of Incentive Programme IV, addressed to the Members of the Management Board of IMS S.A. as well as to the managers, employees and co-operators of the companies in the IMS S.A. Capital Group, is to create an additional, strong motivating tool for the achievement of very ambitious goals through such actions as the acquisition of highly valuable entities, the generation of high sales from the current products and services, and the acquisition of new customers and new markets, which should have a significant effect on the share price of IMS S.A. The creation of significant incentives for the members of the Management Board, managers, employees and associates of the IMS Group to create solutions that improve the financial performance of the IMS Group and the strong association of the best personnel with the companies of the IMS Group, which becomes even more important in view of the SARS-CoV-2 coronavirus pandemic and its impact on the economic reality in Poland and worldwide, should lead to the implementation of ambitious plans to rebuild the revenues and profits of the IMS Group and, as a result, to an increase in the value of IMS S.A. shares.
The Incentive Programme IV provides for obtaining the right to acquire, by the persons participating in it, for a total of not more than 2,000,000 shares of a new series (which accounts for a maximum of 6.36% of the current share capital during 3 years of the Incentive Programme IV), on condition that these persons meet the criteria set forth in the Programme IV Regulations, at the issue price equal to the arithmetic mean of the closing prices of the shares of IMS S. A. on the Warsaw Stock Exchange in the period 01.04.2020-31.12.2020 taking into consideration 80% discount, i.e. the issue price of PLN 0.51 per share.
The general criterion for the acquisition of the right to subscribe for shares for a given financial year during the period 2021 – 2023 (“acquisition period”) for all participating persons is that they have been in a business relationship with one of the IMS Group companies for at least three months during the relevant acquisition period and that the IMS Group has achieved the EBITDA results for each year of the Scheme as set out in the Incentive Scheme IV Regulations. The detailed criterion is the significant influence of the participating persons on the activity of the Group’s companies, the assessment of which is performed by the Supervisory Board, and in the case of persons who are not members of the Management Board, the Supervisory Board’s assessment will be preceded by a written motion of the Management Board justifying the selection of a given person. The Supervisory Board may deviate from the general criterion mentioned above on the condition of a particularly significant impact of the participating person or persons on the financial results of the Group. In the case described in the preceding sentence, the Supervisory Board may grant a maximum of 300,000 Warrants in total in any given acquisition period (15% of the total pool of Programme IV).
The right to acquire shares under Incentive Programme IV will be exercised in the form of subscription warrants issued by the Company. One warrant will entitle to acquire one share. Participants of Incentive Programme IV will be obliged not to sell acquired shares (lock – up) for 18 (eighteen) months from 31 July of the year following the given purchase period.
