Management Board of IMS S.A. (“Issuer”) announces that on 11 May 2023, its subsidiary Closer Music Sp. z o.o. (the “Company”, “Closer Music”), which deals in the construction and commercialisation of its own music libraries, signed an Agreement on Collective Management of Copyrights (the “Agreement”) and an Additional Agreement to the Agreement (the “Agreement”) with the Authors’ Association ZAiKS (ZAiKS).  Closer Music and ZAiKS agreed on the principles of cooperation relating to commercial music (licensed by ZAiKS) and DML (Direct Music Licensing – music licensed directly by Closer Music), as well as the principles determining ZAiKS’ settlements with Closer Music in respect of copyrights for works owned by Closer Music for the years 2020 – 2022 as well as those relating to 2023 and subsequent years.

The signed Agreement and Covenant are a very important step in the development of Closer Music and will also have a significant impact on the implementation of the strategy and development prospects of the entire IMS Group. The Issuer estimates that Closer Music’s net profit from the settlement for the years 2020 – 2022, which will be included in the 2023 report, will exceed 20% of the IMS Group’s consolidated net profit for the 2022 financial year. In the following periods, the Issuer expects even higher revenues and profits due to the growth of Closer Music’s repertoire in playlists, the increase in the number of commercial locations and the planned expansion of the cooperation with ZAiKS worldwide.

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 28 April 2023 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki – regardingtransactions on shares of IMS S.A.

The notification constitutes an attachment to this report.

Management Board of IMS S.A. (“Issuer”) informs that on 28th March 2023 more investment agreements were signed concerning the acquisition of the 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 0.73% of the share capital to the investors for the amount of PLN 363,7, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 50 million. The investors will pay 100% of the issue price of the new shares within 7 days after signing the agreement. The Company will use the funds raised for further development, in particular to expand the sales application and acquire new customers. The investors are:

– Mr Piotr Bielawski, Vice-President of the Management Board and Finance Director of the Issuer, who will acquire 0.2% of the shares for a price of PLN 100.5 thousand;

– Mr Wojciech Piwocki, Vice-President of the Management Board and Sales Director of the Issuer, who will acquire 0.33% of shares at a price of PLN 162.7 thousand;

– a manager with several years of experience in commercial positions at IMS S.A., who will acquire 0.2% of the shares at a price of PLN 100.5 thousand.

In calculating the number and % of shares for the investors, in addition to the 10,015 Closer Music shares registered with the KRS, 435 shares have been taken into account, which will be allocated to two beneficiaries of the completed Incentive Programme for 2020 – 2022. The agreements, in order to be implemented in their entirety, require the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 30th June 2023, the agreements will be automatically terminated and their provisions will have no legal effect, and the issue price paid will be refunded to the investors’ account.

Management Board of IMS S.A. (“Issuer”, “IMS”) announces that a Term Sheet agreement was signed on 15 March this year to raise capital of PLN 6 million for its subsidiary Closer Music Sp. z o.o. (“CM”, “Closer Music”), which is engaged in the construction and commercialisation of proprietary music libraries. The parties to the Term Sheet 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. with its registered office in Kraków (“EKIPA”), controlled by Ekipa Holding S.A. with its registered office in Kraków;

– one natural person

and the Issuer, Closer Music and World of Music ASI Sp. z o.o. (a subsidiary of the Issuer, through which the Issuer controls Closer Music).

The investors will invest a total of PLN 6 million at a pre-money valuation of 100% of Closer Music’s shares of PLN 50 million. The investors will acquire a total of 1254 shares representing 10.71% of CM’s capital after the increase. In the case of JRH, the investment will amount to PLN 4 million in exchange for 836 shares in CM (7.14% share in CM’s capital after the increase), in the case of EKIPA PLN 1 million in exchange for 209 shares in CM, in the case of an individual PLN 1 million in exchange for 209 shares in CM.

Closer Music will use the funds raised for further development, in particular for:

– expanding the on-line sales application;

– increasing the sales force and acquiring new customers;

– marketing and promotional activities mainly related to the on-line channel;

– further building a high-quality music database.

In calculating the number and % of shares for new investors, in addition to the 10,015 Closer Music shares registered with the KRS, 435 shares have been taken into account, which will be allocated to two beneficiaries of the completed Incentive Programme for 2020 – 2022.

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 Investment Agreement, which means that the Investors have an unconditional right to request the conversion of the 1254 shares held by the Investors in CM into 1,869,159 newly created IMS shares. The share price (issue price) is PLN 3.21 per share, which is equivalent to the average of the closing prices of IMS shares on the Warsaw Stock Exchange in January 2023 plus 15%.

Investors are entitled to conduct due diligence on CM. The Term Sheet also contains, inter alia, CM’s future corporate governance principles, CM’s board member remuneration principles, customary transaction rights (including anti-dilution, tag-along, drag-along, priority right, lock-up) and contractual penalties adequate and determined at arm’s length for this type of transaction. The execution of the Term Sheet in its entirety is subject to the obtaining of the approvals of the relevant bodies of the above-mentioned entities by the Parties which are companies limited by shares.

Management Board of IMS S.A. (“Issuer”) informs that on 7th December 2023 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 0.40% of the share capital to a new investor for the amount of PLN 201,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 50 million. The investor will pay 100% of the issue price of the new shares within 7 days after signing the agreement. The Company will use the funds raised for further development, in particular to expand the sales application and acquire new customers.

In calculating the number and % of shares for the new investor, in addition to the 10,015 shares of Closer Music registered in the KRS, 435 shares have been taken into account, which will be granted to two beneficiaries of the completed Incentive Programme for the years 2020 – 2022.

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 30th June 2023, 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.

Estimated results of the IMS Capital Group for 2022 – DOWNLOAD

 

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for 2022.

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 2023:

1. Consolidated quarterly reports:

– the quarterly report for Q1 2023 – 25.05.2023

– the quarterly report for Q3 2023 – 23.11.2023.

      2. The consolidated interim report for H1 2023 – 14.09.2023 

      3. The annual report – separate – for 2022 – 20.04.2023 

      4. The annual report – consolidated – for 2022 – 20.04.2023.

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 2023.

 

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 Issuer”, “the Company”) hereby informs that on 22 December 2022 the Company has signed an agreement with a well-known petrol station chain (“Partner”) for the provision of audio-marketing and digital signage services at the Partner’s facilities. The concluded agreement significantly extends the existing cooperation between the parties and – which is very important – is in the form of a contract for a 4-year fixed period. The estimated value of IMS S.A.’s revenues from the contract, during its term, amounts to PLN 10 million. Within the framework of the contract, the Issuer will provide the Partner’s facilities with state-of-the-art, high-quality audio-marketing and digital signage solutions. The contract includes the sale of digital signage devices, their installation and servicing, as well as the sale of sound systems, the rental of audio-marketing equipment and the provision of high-quality music playlists. As a result of the contract, the Issuer’s portfolio of subscription locations will increase by approximately 900 units. In the opinion of the Issuer’s Management Board, this contract demonstrates the high and growing interest of companies from various economic areas in the high-quality sensory marketing services provided by the Company and the entire IMS Group. In fulfilling the audio-marketing contract, the Company will use Closer Music’s high-quality music databases. The quality of Closer Music’s music content was an undoubted advantage when negotiating the contract.

Management Board of IMS S.A. (“The Issuer”, “the Company”) hereby informs that on 25 October 2022 the Company and a subsidiary of the Issuer – Closer Music Sp. z o.o. (‘CM’), have signed a letter of intent to collaborate with European Music Market Inc. based in Las Vegas, USA (‘DMI’), which owns one of the most renowned and well-known music studios in the US and worldwide market – Studio DMI. DMI offers mixing and mastering for major artists in all genres of music.

 Over the past 25 years, the studio has worked with artists such as Drake, Diplo, Major Lazer, David Guetta and many others. Studio head Luca Pretolesi is a world-renowned mixing and mastering engineer.  Multiple Grammy nominations, Platinum and Diamond records, Billboard and Golden Melody awards are the trademarks of Studio DMI and Mr Pretolesi. The key provisions of the letter are as follows:

1/ It is the intention of CM and DMI to establish a capital company (limited liability company) in the territory of the Republic of Poland, which will operate under the brand name of DMI – STUDIO DMI EUROPE (“DMI EUROPE”). The Company will be active in the provision of mixing and mastering services of musical works on behalf of third parties (clients) and will provide on-line and off-line training to acquired external and internal clients – authors, musicians, engineers and DJs.

2/ Initially, 100% ownership of STUDIO DMI EUROPE will be held by DMI. CM (or possibly IMS S.A.) will hold an option to acquire 51% of the shares within a maximum of 18 months from the establishment of DMI EUROPE. The purchase price of the 51% will be agreed by the parties and will not exceed PLN 150,000.

3/ Mr Luca Pretolesi will hold the position of the President of the Board of Directors of DMI EUROPE, while the other two members of the Board of Directors will be appointed by the Shareholders’ Meeting of DMI EUROPE, where the majority of votes after the execution of the option to purchase 51% of shares will be held by CM.

4/ DMI will receive from CM, on the basis of the cooperation agreement concluded, commission remuneration for CM’s performance of projects for customers with whom contracts are concluded as a result of DMI’s activities.

5/ CM and Mr. Pretolesi will enter into a cooperation agreement, on the basis of which Mr. Pretolesi will undertake promotional and marketing activities aimed at creating awareness among music market participants (professionals and consumers) of the cooperation between DMI and CM, using for such purposes in particular his own profiles on social media networks (social media).

6/ On the basis of the CM share-based incentive programme under development, Mr Pretolesi will, upon fulfilment of the relevant conditions, be entitled to acquire a maximum of 5% of CM shares. The entitlement indicated above will be valid for a period of two years, with a maximum of 2.5% of CM shares available for subscription annually. Key conditions for the acquisition of shares are marketing activities and extensive promotion of CM and CM’s music bases to potential CM customers worldwide.

The letter of intent is valid until 1 June 2023. The parties will strive in good faith to conclude an investment agreement as soon as possible and to start extensive cooperation. In the Issuer’s opinion, the cooperation with such a renowned music studio as DMI will greatly enhance Closer Music’s brand recognition and widely promote CM’s music libraries worldwide. As a result, this should lead to a very significant increase in Closer Music’s revenues from the various fields of exploitation of these libraries.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 24 October 2022 it received information that on 22 October 2022 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 645,881.72 (six hundred and forty-five thousand eight hundred and eighty-one zlotys and 72/100).

The share capital is divided into 32,294,086 (thirty-two million two hundred and 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,

– 1,195,000 (one million one 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 32.294.086.

The aforementioned capital increase took place as a result of eligible persons taking up 1,195,000 series D bearer shares, which the Company announced in current report No. 16/2022.

 

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