The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th June this year agreements were signed with the Shareholders of the Company to sell in total 533,548 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.06.2018) was PLN 3.70. The total nominal value of acquired shares is PLN 10,670.96 (PLN 0.02 per each share). These shares represent 1.59% of the Issuer’s share capital and give right to 533,548 votes in the GM (1.59% of total votes).
In line with the Buy-back Programme (“Invitation to submit offers to dispose of shares”), Shareholders have time till 28th June this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 28th June 2018, the sale agreement shall be terminated with no consequences for either of the parties.
If such a situation occurs, the Issuer will inform about it in a separate communication.
The buy-back is carried out under Resolution No.19 of the Annual General Meeting (“AGM”) of 25th May 2017. The Own Shares Buy-back Programme was adopted by the Board of Directors of the Issuer with Resolution No.1 of 13th February 2018 (the Company informed about it in ESPI 4/2018 of 13th February 2018). Pursuant to the resolution of the AGM, the acquired own shares of the Company may be:
a) redeemed, or
b) intended for resale, or
c) intended for another legitimate purpose indicated by the Board of the Company.
In total in the 2nd Tranche of the Own Shares Buy-back Programme (i.e. on 19.06.2018 and today) the Company signed with Shareholders agreements to sell 640,000 shares of the total nominal value of PLN 12,800, constituting 1.91% of the Issuer’s share capital and giving right to 640,000 votes in the GM (1.91% of total votes).
The Company also holds 561,477 own shares (with the total nominal value of PLN 11,229.54, constituting 1.68% of the Issuer’s share capital and giving right to 561,477 votes at the GM, i.e. 1.68% of total votes) acquired in July and October 2017 (the 4th and the 5th Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 09.06.2016) and in March 2018 (the 1st Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 25.05.2017).
Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052