Further to the information provided by IMS S.A.  (“Company”, “Issuer”) on 10 January 2024, by means of the ESPI 1/2024 report, the Management Board of IMS S.A. informs that on 27 February 2024 it became aware of the registration on 26 February 2024 by the District Court for the Capital City of  Warsaw, 13th Commercial Division of the National Court Register, of amendments to the Company’s Articles of Association concerning, in particular, a conditional increase in the Company’s share capital.

On 10 January 2024, the Extraordinary General Meeting of IMS S.A. adopted Resolution No. 5 on a conditional increase in the Company’s share capital through the issue of series E shares with a simultaneous deprivation of the pre-emptive right of the Company’s existing Shareholders and on authorising the Company’s Management Board to determine the consolidated text of the Company’s Articles of Association taking into account the increase in the share capital in connection with the acquisition of series E shares, as a consequence of which the conditional increase in the share capital will amount to no more than PLN 17,094 through the issue of no more than 854,700 series E shares.

The purpose of the conditional share capital increase is the exercise of rights to acquire the Company’s shares by holders of series E subscription warrants issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of 10 January 2024, in order to implement the provisions of the Investment Agreement concluded on 12 November 2023, the conclusion of which the Company announced in Current Report No. 43/2023 of 13 November 2023. Pursuant to the Investment Agreement, the Company is obliged to offer the Investors subscription warrants, as an option to convert their acquired new shares in Closer Music Sp. z o.o. with its registered office in Warsaw, a subsidiary of the Company, into shares in the Company, at an issue price of PLN 3.51 (in words: three zlotys and fifty-one groszy) per each share of the Company, acquired as a result of exercising the rights from the series E subscription warrants.

At the same time, the Court, pursuant to Resolution No. 6 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 10 January 2024, registered amendments to the Company’s Articles of Association, including an update in the wording of the Articles of Association of the amount of the share capital, which was increased as a result of the issue of the Company’s series D shares under the registered conditional increase of the Company’s capital, of which the Issuer informed in current report No. 40/2023 of 16 October 2023.

The amount of the Company’s share capital is: PLN 677,881.72 (six hundred and seventy-seven thousand eight hundred and eighty-one zloty and 72/100).

The share capital is divided into 33,894,086 (thirty-three million eight hundred and ninety-four thousand and eighty-six) bearer shares, including:

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

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

– 2,795,000 (two million, seven hundred and 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 is currently 33,894,086.

Attached to this report, the Issuer provides a list of all registered amendments to the document.

 

Detailed basis: paragraph 5 item 1 and paragraph 6 RMF of the Regulation on current and periodic information

Management Board of IMS S.A.. (“the Company”), with reference to current report no. 2/2024 of 10 January 2024, hereby corrects an obvious clerical error which appeared in the content of the aforementioned report.

The number of votes from shares held by the Shareholder Mr Michał Kornacki was indicated incorrectly.
The correct number of votes from the shares held is 5,474,000 and not 55,474,000 as indicated in the report.

Below the Company provides the full content of the corrected current report:

Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of the Company held on 10.01.2024, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.

• Dariusz Lichacz – number of shares held: 6.368.820, number of votes attributable to shares held: 6.368.820, which entitled to 33.31% of votes at the Extraordinary General Meeting and constitutes 18.79% of the total number of votes.
• Michał Kornacki – number of shares held: 5.474.000, number of votes attributable to shares held: 5.474.000, which entitled to 28.63% of votes at the Extraordinary General Meeting and constitutes 16.15% of the total number of votes.
• CACHEMAN LIMITED – number of shares held: 3.415.490, number of votes attributable to shares held: 3.415.490, which entitled to 17.86% of votes at the Extraordinary General Meeting and constitutes 10.08% of the total number of votes.
• Paweł Przetacznik – number of shares held: 2.044.110, number of votes attributable to shares held: 2.044.110, which entitled to 10.69% of votes at the Extraordinary General Meeting and constitutes 6.03% of the total number of votes.

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 2024:

1. Consolidated quarterly reports:

– the quarterly report for Q1 2024 – 28.05.2024

– the quarterly report for Q3 2024 – 26.11.2024.

      2. The consolidated interim report for H1 2024 – 11.09.2024 

      3. The annual report – separate – for 2023 – 17.04.2024 

      4. The annual report – consolidated – for 2023 – 17.04.2024.

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 2023 and Q2 2024.

 

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 the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of the Company held on 10.01.2024, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.

• Dariusz Lichacz – number of shares held: 6.368.820, number of votes attributable to shares held: 6.368.820, which entitled to 33.31% of votes at the Extraordinary General Meeting and constitutes 18.79% of the total number of votes.
• Michał Kornacki – number of shares held: 5.474.000, number of votes attributable to shares held: 55.474.000, which entitled to 28.63% of votes at the Extraordinary General Meeting and constitutes 16.15% of the total number of votes.
• CACHEMAN LIMITED – number of shares held: 3.415.490, number of votes attributable to shares held: 3.415.490, which entitled to 17.86% of votes at the Extraordinary General Meeting and constitutes 10.08% of the total number of votes.
• Paweł Przetacznik – number of shares held: 2.044.110, number of votes attributable to shares held: 2.044.110, which entitled to 10.69% of votes at the Extraordinary General Meeting and constitutes 6.03% of the total number of votes.

Management Board of IMS S.A. (the “Company”, “Issuer”) provides the contents of the resolutions adopted on 10.01.2024 by the Extraordinary General Meeting (the “EGM”) as attached.

At the same time, the Management Board of the Company informs that during the EGM, there were no resolutions put to vote and not adopted and no waiver was made from the consideration of any of the items on the agenda. There were no objections to the minutes during the EGM.

 

Detailed legal basis:

• 19 (1) (6) and (7), (8), (9) of the Regulation on current and periodic information

With reference to the ESPI current report no. 4/2023 of 16 March 2023, the Management Board of IMS S.A. (“Issuer”, “IMS”) announces that on 12 November this year, an Investment Agreement (the “Agreement”) was signed concerning the raising of capital for a 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: JR HOLDING ASI S.A. with its registered office in Krakow (“JRH”), controlled by January Ciszewski; EKIPA Investments ASI Sp. zo.o., having its registered office in Krakow (“EKIPA”), controlled by Ekipa Holding S.A., having its registered office in Krakow and Issuer, 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 3 million at a pre-money valuation of 100% of Closer Music’s shares of PLN 50 million. The investors will take up a total of 627 shares representing 5.57% in the CM capital after the increase. In the case of JRH, the investment will amount to PLN 2 million in exchange for 418 shares in CM (3.71% share in CM’s capital after the increase), in the case of EKIPA PLN 1 million in exchange for 209 shares in CM (1.86% share in CM’s capital after the increase). The parties jointly agreed on a – smaller than originally planned – investment amount of PLN 3 million, due to the currently significantly higher value of CM’s shares, related, among other things, to the several-fold increase in CM’s revenues in relation to 2022, the signing and implementation of the agreement with ZAiKS and the increase in music databases by several thousand high-quality songs.

The CM will use the funds raised for further development, in particular for:
– marketing and promotional activities mainly related to the on-line channel;
– further development of high-quality music databases;
– increasing the sales force and acquiring new customers;
– expanding the on-line sales application.

The Investors have the right to convert the shares held in CM into IMS shares between 24 and 36 months after the signing of the Agreement, which means that the Investors have an unconditional right to demand the conversion of all 627 shares held by the Investors in CM into 854,700 newly created IMS shares. The share price (issue price) is PLN 3.51 per share, which is equivalent to the average of the closing prices of IMS shares on the Warsaw Stock Exchange in September 2023 plus 15%.
 This price has been revised from the original price of PLN 3.21 per share set in the Term Sheet.

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 of 627 CM shares for 706,860 CMC shares (exchange parity of 1% for 1% according to the number of CM shares and CMC shares as at the date of signing the Agreement).

The right to convert the CM shares acquired by the Investors into IMS S.A. shares and the right to exchange the CM shares acquired by the Investors into CMC shares are severable rights, i.e. the Investors may exercise only one of the aforementioned rights.

In calculating the number and % of shares for the new investors, in addition to the 10,568 Closer Music shares registered in the KRS, 56 shares that will be created and subscribed for by another investor in performance of the provisions of the investment agreement concluded with this investor on 27 September 2023 are included, as set out in ESPI Current Report No. 37/2023 of 27 September 2023.

The agreement also contains, inter alia, CM’s future corporate governance principles, CM’s board of directors’ remuneration principles, customary transactional rights (including anti-dilution, tag-along, drag-along, priority right, lock-up), 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 aggregate shareholding of the Investors falls below 1% of the total number of all shares of  CM.

Estimated results of the IMS Capital Group for Q1 to Q3 of 2023 – DOWNLOAD

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for Q1 to Q3 2023.