The Board of Directors of IMS S.A. informs about the change of the date for publication of the separate and consolidated annual reports for year 2019. Both reports will be published on 29th April 2020 and not on 31st March 2020 as the Company originally informed (according to current report No. 1/2020 of 20th January 2020).
Detailed legal basis: §80 paragraph 2 of the Regulation on current and periodic information.
The Board of Directors of IMS S.A. (“Company”, “Issuer”) in connection with the recommendation of the European Securities and Markets Authority (ESMA) and the Polish Financial Supervision Authority informs about the effects of the spread of SARS-Cov-2 coronavirus causing COVID-19 disease on the Issuer’s operations and financial results. In line with the assessment as at 16 March 2020, the Issuer expects that the coronavirus pandemic may affect adversely (at leasts in short term – 2-4 month outlook) the financial results and operations of the IMS Capital Group (“IMS Group”). The effects cannot be estimated as at the date of preparation of this report and depend on factors which remain beyond the Issuer’s control. In particular, the coronavirus pandemic may affect adversely revenues from advertising services rendered mostly in shopping centres and event related operations. At the same time, it is not possible to estimate the potential effect of the government assistance on the situation and results of the IMS Group.
The Board of Directors of the Issuer will analyse the situation connected with the effect of the coronavirus pandemic on the operations and financial results of the IMS Group on an ongoing basis. Any new circumstances, having a significant effect on the financial results and the economic position of the Issuer will be published in separate communications.
The Board of Directors of IMS S.A. (“Company”, “Issuer”) with reference to current reports No. 4/2020 of 03.02.2020 and 5/2020 of 04.02.2020 informs that on 27th February this year the buy-back of own shares within the 1st Tranche of the Own Shares Buy-back Programme executed under Resolution No.10 of the Extraordinary General Meeting of 21 January 2020 was completed and cleared.
Within this Tranche the Company acquired 325,000 shares of the total nominal value of PLN 6,500, representing 1.00% of the Issuer’s share capital and giving right to 325,000 votes in the GM (1.00% of total votes). The shares were acquired by the Company at the price of PLN 4.00 per share. In line with the provision of Resolution No.10 of 21 January 2020 of the Extraordinary General Meeting of IMS S.A. own shares of the Company were acquired to be redeemed.
As at 27 February 2020 the Issuer holds the total of 1,274,245 own shares with the nominal value of PLN 25,484.90, of which:
– 949,245 shares, which in line with the resolution of the EGM of 21 January this year are subject to redemption,
– 325,000 own shares acquired in the above mentioned Tranche.
The Issuer, pursuant to Article 364 section 2 of the Commercial Companies Code, does not exercise its right to vote from own shares held.
Detailed legal basis: Article 2 paragraphs 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052
In connection with report No. 5/2020 of 4 February this year and fulfilling provisions of point 8 of the Offer to Acquire the Shares of IMS S.A., the Board of Directors of IMS S.A. informs that the reduction rate in the 1st tranche of the buy-back of own shares is 79.19%.
The Board of Directors of IMS S.A. (“Company”) informs that on 24 February 2020 Mr Wojciech Grendziński tendered his resignation from the position of the Vice President of the Board of Directors of the Company effective from 31 May this year. The resignation was tendered for personal reasons.
Detailed legal basis:
§5(4) combined with §9 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.
Oferta zakupu akcji IMS S.A. – pobierz
In connection with current report 6/2020, the Board of Directors of IMS S.A. (“Company”) informs that today the Supervisory Board of the Company adopted a resolution regarding the positive assessment of the recommendation of the Board addressed to the General Meeting concerning the payment of dividend out of 2019 profit in the amount of PLN 0.20 per share.
In line with the above mentioned recommendation, the sum allotted to be paid out as dividend to Shareholders will amount to not more than PLN 6,284,817.20.
The dividend will cover the maximum of 31,424,086 Company shares (i.e. the number of Issuer’s shares less shares deemed for redemption under resolution No. 4 of the Extraordinary General Meeting of 21.01.2020). Due to the fact that the buyback of own shares which do not participate in the dividend is pending, the ultimate number of shares held by the Shareholders and giving right to dividend for 2019 as well as the amount of paid out dividends will be determined by the Board of Directors of the Company after the dividend has been approved by the General Meeting as at the dividend record date.
Oferta zakupu akcji IMS S.A. – pobierz
The Board of Directors of IMS S.A. (“Company”, “Issuer”) submits the estimated financial results of the IMS Capital Group (“IMS Group”) for the year 2019:
1. Revenue from sales: PLN 58.9m
2. EBITDA: PLN 18.0m
3. EBIT: PLN 11.9m
4. Net profit attributable to shareholders of the parent company: PLN 9.5m.
Year 2019 was the year of investments in the IMS Group. The key ones are as follows:
– increasing human potential in the sales departments, mostly in Mood Factory Sp. z o.o. which acquires subscription locations in the local markets;
– extensive communication and marketing activities;
– the project to build and commercialise own music libraries;
– the Aroma Next Generation project regarding creation of own, modern device for aroma marketing.
In the opinion of the Board of Directors of the Issuer, taking into consideration extensively carried out investment operations, the IMS Group generated very good financial results in 2019. These investments have already brought first results. Year 2019 was record-high when it comes to the number of organically acquired subscription locations. The IMS Group increased the number of subscription locations held by 2,463. It was the first year in history when the organic growth of subscription locations exceeded 2,000. Out of 2,463 above mentioned locations as many as 1,494 (61%) were acquired in the period from August to December 2019, which means that their effect on 2019 results was relatively insignificant, whereas their effect on 2020 and further years results will be stronger. A similar investment year in the IMS Group, though on a much smaller scale when it comes to diversity of projects as well as incurred expenses, was year 2016. It resulted later in extremely good financial results in 2017 and 2018.
Generated results regarding EBITDA and numbers of acquired subscription locations are within the limits of targets published nearly four years ago in ESPI 27/2016 report of 23 May 2016. In the opinion of the Board, it illustrates the strength of the adopted and consistently implemented Issuer’s development strategy.
Year 2019 was the first full financial year of APR Sp. z o.o. (“APR”) functioning within the IMS Group structure, the company was acquired in October 2018. In the opinion of the Board, this acquisition was a success for the Issuer. The preliminary financial results of APR for 2019 are as follows:
1. Revenue from sales: PLN 4,965,000 (an increase of 52% as compared to 2018)
2. EBITDA: PLN 1,254,000 (an increase of 136% as compared to 2018)
3. EBIT: PLN 966,000 (an increase of 238% as compared to 2018)
4. Net profit: PLN 914,000 (an increase of 533% as compared to 2018).
At the same time, the Board of Directors of IMS S.A. informs that, taking into consideration very good estimated results of the IMS Group for 2019 and the very good financial position of the the Issuer and the Group, it will recommend to the Supervisory Board and the Annual General Meeting (“AGM”) of the Company to pay out dividends for 2019 in the amount of PLN 0.20/share. The above mentioned recommendation means that the amount of PLN 6,284,817.20 will be allotted to payment of dividends to Shareholders. The dividend rate, considering the closing price of 07.02.2020, is 5.18%. The dividend will cover the maximum of 31,424,086 shares (i.e. the number of Issuer’s shares less shares deemed for redemption under resolution no. 4 of the Extraordinary Shareholder Meeting of 21.01.2020). Due to the fact that the buyback of own shares which do not participate in the dividend is pending, the ultimate number of shares held by the Shareholders and giving right to dividend for 2019 as well as the amount of paid out dividends will be determined by the Board of Directors of the Company after the dividend has been approved by the AGM as at the dividend record date. It is the intention of the Board to recommend to the AGM to maintain the fixed value of the dividend of PLN 20/100 per share for the year 2019.
The above mentioned recommendation is in line with the dividend policy implemented in the IMS Group and published in 26/2016 current report of 17.05.2016, which states that every year at least 60% of the consolidated net profit attributable to the parent company is allotted to be shared among the Shareholders.
Oferta zakupu akcji IMS S.A. – pobierz
In connection with Resolution No. 10 of the Extraordinary Shareholder Meeting of IMS S.A. of 21 January 2020, the Board of Directors of IMS S.A. (“Company”, “Issuer”) provides attached the following:
– resolution No. 1 of the Board of Directors of IMS S.A. of 3 February 2020 regarding the adoption and specification of the terms and conditions of the Company Own Shares Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 3 February 2020 regarding the terms and conditions as well as the procedure to exercise the 1st Tranche of the Company Own Shares Buy-back Programme.
The objective of the Shares Buyback Programme is acquisition by the Company of not more than 890,000 (say: eight hundred and ninety thousand) own shares so as to redeem them (“Shares”).
To acquire the above mentioned shares the Shareholder Meeting of the Company allotted the sum of PLN 2,670,000 (say: two million six hundred and seventy thousand), including, apart from the Share price, also the cost of their acquisition.
The Programme shall run from 3 February 2020 to 30 April 2020; however, no longer than until the funds allotted to acquire the Shares are exhausted. The Board of Directors of the Company, acting in the best interest of the Company, after consulting the Supervisory Board of the Company is authorised to:
– cease the acquisition of Shares before 30 April 2020 or before all the funds allotted for their acquisition are exhausted,
– resign from acquiring the Shares in whole or in part.
The Programme shall be carried out in tranches executed in the period specified above.
In the 1st Tranche the Issuer intends to acquire not more than 325,000 (say: three hundred and twenty-five thousand) Shares, and the proposed price (compensation) is PLN 4.00 (say: four zloty) per Share. The aforementioned proposal will be the subject of the opinion of the Supervisory Board of the Company.
The shares which would be the subject matter of the acquisition under the 1st Tranche of the Buy-back give right to 325,000 votes, constitute 1.00% of the share capital of the Company and give right to 1.00% of all votes in the General Meeting.
Under the 1st Tranche, the acquisition of own shares will take place by concluding transactions outside the organised trade as a result of presenting to shareholders Bids to Acquire Shares. The entity acting as an intermediary in conducting the 1st Tranche of own shares buy-back is Dom Maklerski Banku Ochrony Środowiska S.A., ul. Marszałkowska 78/80, 00-517 Warsaw.
The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Extraordinary General Shareholder Meeting of the Company which took place on 21.01.2020, 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: 5,400,000, number of votes attached to the held shares: 5,400,000, which gave right to 57.86% votes in the Extraordinary General Shareholder Meeting and constitutes 16.68% of the total votes;
2) Paweł Przetacznik – number of held shares: 2,221,752, number of votes attached to the held shares: 2,221,752, which gave right to 23.81% votes in the Extraordinary General Shareholder Meeting and constitutes 6.86% of the total votes;
3) Przemysław Świderski – number of held shares: 1.200.000, number of votes attributed to held shares: 1.200.000, which gave right to 12.86% votes in the Extraordinary General Shareholder Meeting and constitutes 3.71% of the total votes;
4) Piotr Bielawski – number of held shares: 510.000, number of votes attributed to held shares: 510.000, which gave right to 5.47% votes in the Extraordinary General Shareholder Meeting and constitutes 1.58% of the total votes.
