Management Board of IMS S.A. (“Issuer”) informs that on 20th May this year 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 to the new Investor, Mr Agustin Egurrola, a well-known media and artistic personality, shares representing a total of 0.44% of the share capital for the amount of PLN 305,000, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million. The total valuation of all CM shares (PLN 70 million) takes into account the discount granted to the Investor from the current valuation in the initiated second round of financing amounting to PLN 80 million, resulting from the Investor’s implementation of promotional and media support of CM, including the Investor’s performance of the function of the ‘CM brand ambassador’. In the course of ongoing, regular activities and professional and artistic communication, Mr Egurrola will undertake activities aimed at extensive promotion of the Closer Music brand, in its various forms, as agreed by the parties in the Agreement.
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. In addition, until 30.09.2024, the Investor has the option to acquire further CM shares representing a total maximum of 1.43% of the share capital for a maximum of PLN 1 million, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million.
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.