The Management Board of IMS S.A. (the ‘Company’) announces that, acting pursuant to Article 349 § 1 of the Commercial Companies Code in conjunction with the disposition of § 22 point 3 of the Company’s Articles of Association, in view of the approval by the Ordinary General Meeting of the Company’s financial statements for the financial year 2023 showing a net profit, and in view of the auditor’s audit of the Company’s interim financial statements for the first half of 2024, which also showed a net profit for the Company, on 23 October 2024 adopted a resolution on the payment of an advance in the amount of PLN 0.16 (sixteen cents) towards the dividend for the financial year 2024, for each of 35,094,086 shares in the Company (‘Dividend Advance’).

For the payment of the Dividend Advance, the Management Board allocates the amount of PLN 5,615,053.76 (five million six hundred and fifteen thousand fifty-three zlotys and seventy-six cents), consisting of: (i) half of the net profit shown in the Company’s interim financial statements for the first half of 2024, i.e. the amount of PLN 3,314,808.79, and (ii) the amount of PLN 2,300,244.97 coming from the reserve capital created from the Company’s profit from previous years or from the transfer to the reserve capital of a part of the reserve capital to the extent coming from the Company’s profit from previous years.

The Management Board of the Company indicated the date of 3 December 2024 as the date as of which the entitled to the Dividend Advance is determined, while the date of payment of the Dividend Advance was set as 6 December 2024.

The aforementioned payment of the Dividend Advance is in line with the dividend policy pursued in the IMS Group described in detail in ESPI report 8/2024 dated 21.03.2024.

The conditions for the payment of the Dividend Advance are:

– adoption by the General Meeting of the Company of a resolution to create a reserve capital of the Company with an allocation of at least PLN 2,300,244.97 for the payment of the Dividend Advance and authorization of the Management Board to dispose of the aforementioned amount for the payment of the Dividend Advance – the Extraordinary General Meeting of the Company including in its agenda the adoption of the aforementioned resolution will be convened in the coming days,

– granting by the Supervisory Board of the Company of the consent referred to in Article 349 § 1 of the Code of Commercial Companies in connection with § 16.2.6 of the Articles of Association of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 11 October 2024 it received information that on 8 October 2024 the District Court for the Capital City of Warsaw, in Warsaw, 13th Commercial Division of the National Court Register, issued series D shares in the Company and increased its share capital as part of the registered conditional increase in the Company’s share capital.

The amount of the Company’s share capital after the Court’s registration of the increase is currently PLN 701,881.72 (seven hundred and one thousand eight hundred and eighty-one zlotys and 72/100).

The share capital is divided into 35,094,086 (thirty-five million ninety-four thousand and eighty-six) bearer shares, including:

-30,598,586 (thirty million five hundred ninety-eight thousand five hundred eighty-six) series A bearer shares,

– 500,500 (five hundred thousand five hundred) series C bearer shares,

– 3,995,000 (three million nine hundred ninety-five thousand) series D bearer shares 

with a nominal value of PLN 0.02 (two groszy) each.

The total number of votes at the Company’s General Meeting as a result of the share capital increase is now 35.094.086.

The aforementioned capital increase took place as a result of eligible persons taking up 1,200,000 series D bearer shares, which the Company announced in current report No. 24/2024.

Detailed basis: paragraph 6 item 2 of RMF Regulation on current and periodic information

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.