Management Board of IMS S.A. (the “Issuer”), with reference to ESPI Announcement 23/2023 of 17th of July announces that on 1st of September, the Issuer’s subsidiary World of Music ASI Sp. z o.o. (“WoM ASI”) – signed an investment agreement (the “Agreement”) with Closer Music Corporation (“CMC”), based in the USA. Pursuant to the Agreement, WoM ASI acquired 8,589,871 (eight million five hundred eighty-nine thousand eight hundred seventy-one) newly issued CMC shares in exchange for all of its shares in Closer Music Ltd.
(“CM”), i.e. 8,466 shares representing 84.53% of the total shares in CM as of the date of signing the Agreement. The newly issued CMC shares represent 88% of the total shares upon issuance. Thus, WoM ASI, in which IMS S.A. owns 100% of the shares, has taken control of CMC and, through CMC, will continue to exercise indirect control over CM. The acquisition of CMC is a further step in the implementation of the development strategy of the Closer Music project. Through CMC, the sale of music licences will be carried out in the US market. Due to the fact that CMC’s shareholders have a very broad network of business contacts, including among investment funds, the capital group thus constructed will, in the opinion of the Issuer’s management, have better access to sources of capital, primarily from North America, Western Europe and Asia.
Pursuant to the Agreement, CM’s existing minority shareholders will also have the opportunity to convert their CM shares into CMC shares according to the same share/share exchange parity as WoM ASI (i.e., 1 CM share = 1,014.63158 CMC shares).