The Board of Directors of IMS S.A. (“the Issuer”) informs that on 17 October 2017 the Issuer and Issuer’s subsidiary, IMS r&d Sp. z o.o. with its registered office in Krakow (“R&D”), signed the letter of intent with the majority shareholder (“the Owner”) of MakeSense Media Sp. z o.o. (“MSM”) with its registered office in Warsaw holding in total 99% of the share capital and 99% of votes in the meeting of shareholders of this company and with the MSM Company itself. The Parties signed the letter so as to specify:
- a) the terms and conditions on which R&D will acquire from the Owner a controlling (at least 51%) stake in MSM in exchange for minority interest in R&D which will be subscribed by the Owner of MSM. As a result of the transaction, the Owner of MSM will become a minority, yet significant shareholder in R&D and in MSM;
- b) other terms and conditions necessary for the Issuer, R&D and MSM to jointly form a capital group as defined in the International Financial Reporting Standards (“IFRS”);
- c) rules for taking by the Owner of MSM of the position of president of the board in R&D and the rules for further acting as the president in MSM;
- d) rules for buy-out of minority interest in MSM by R&D or IMS from the Owner of MSM within the time frame of 3-5 years of the acquisition of MSM by R&D (the earn-out model) or another possibility to dispose of shares in MSM by the Owner of MSM after this time period;
- e) terms and conditions as well as the deadline for introducing R&D into a public market within the time frame of 3-5 years, or the rules for buy-out of the minority interest in R&D by R&D or IMS from the Owner of MSM within the time frame of 3-5 years of the acquisition of MSM by R&D (the earn-out model) or another possibility to dispose of shares in R&D by the Owner of MSM after this time period;
- f) terms and conditions of mutual collaboration between the Issuer, R&D and MSM and other companies, where IMS is
a parent company and with which as at the date of signing this letter it forms a capital group as defined in IFRS.
In particular the parties will determine:
– the plan for development and production of the own line of aroma marketing equipment, taking into consideration a possibility to acquire an EU grant for this purpose;
– the strategy to develop audio, aroma and Digital Signage subscription services in Poland;
– the action strategy in the scope of opportunities for exploitation of synergies resulting from the merger of the Issuer, R&D and MSM.
The Letter of Intent expires on 31.01.2018 and its signing does not constitute a financial commitment for any of the parties. The parties to the letter have declared that by 31.01.2018 they will have managed to determine the terms and conditions mentioned in points a) -f ) above.
Delivered by the board of MSM, the MSM’s financial results (not examined by an auditor) for the last two completed financial years, i.e. 2016 and 2015, are as follows:
12 months of 2016
Revenue: PLN 2,598 thousand
EBIT: PLN 250 thousand
EBITDA: PLN 302 thousand
Net profit: PLN 164 thousand
Non-current assets: PLN 381 thousand
Receivables: PLN 1,378 thousand
Equity: PLN 589 thousand
Liabilities and provisions for liabilities: PLN 1,280 thousand
12 months of 2015
Revenue: PLN 1,857 thousand
EBIT: PLN 69 thousand
EBITDA: PLN 133 thousand
Net profit: PLN 49 thousand
Non-current assets: PLN 429 thousand
Receivables: PLN 1,054 thousand
Equity: PLN 434 thousand
Liabilities and provisions for liabilities: PLN 1,165 thousand
MakeSense Media Sp. z o.o. is a company with over 10-year experience in the Polish and international market. It offers solutions in the scope of sensory marketing (aroma and audio marketing). It provides comprehensive marketing solutions for chain stores, shops, restaurants, petrol stations, car showrooms and office space, among others.
The planned acquisition of the controlling stake in MSM is in line with the Issuer’s strategy whose one of the components is growth through acquisitions. The purpose of the acquisition of MSM is to increase the scale of conducted activity and to improve the financial results generated by the IMS Capital Group in the most attractive, subscription segment of its activity (the largest share in MSM revenue is revenue from about 1,600 aroma and audio marketing locations it owns).