In connection with Resolution No. 10 of the Extraordinary Shareholder Meeting of IMS S.A. of 21 January 2020, the Board of Directors of IMS S.A. (“Company”, “Issuer”) provides attached the following:
– resolution No. 1 of the Board of Directors of IMS S.A. of 3 February 2020 regarding the adoption and specification of the terms and conditions of the Company Own Shares Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 3 February 2020 regarding the terms and conditions as well as the procedure to exercise the 1st Tranche of the Company Own Shares Buy-back Programme.
The objective of the Shares Buyback Programme is acquisition by the Company of not more than 890,000 (say: eight hundred and ninety thousand) own shares so as to redeem them (“Shares”).
To acquire the above mentioned shares the Shareholder Meeting of the Company allotted the sum of PLN 2,670,000 (say: two million six hundred and seventy thousand), including, apart from the Share price, also the cost of their acquisition.
The Programme shall run from 3 February 2020 to 30 April 2020; however, no longer than until the funds allotted to acquire the Shares are exhausted. The Board of Directors of the Company, acting in the best interest of the Company, after consulting the Supervisory Board of the Company is authorised to:
– cease the acquisition of Shares before 30 April 2020 or before all the funds allotted for their acquisition are exhausted,
– resign from acquiring the Shares in whole or in part.
The Programme shall be carried out in tranches executed in the period specified above.
In the 1st Tranche the Issuer intends to acquire not more than 325,000 (say: three hundred and twenty-five thousand) Shares, and the proposed price (compensation) is PLN 4.00 (say: four zloty) per Share. The aforementioned proposal will be the subject of the opinion of the Supervisory Board of the Company.
The shares which would be the subject matter of the acquisition under the 1st Tranche of the Buy-back give right to 325,000 votes, constitute 1.00% of the share capital of the Company and give right to 1.00% of all votes in the General Meeting.
Under the 1st Tranche, the acquisition of own shares will take place by concluding transactions outside the organised trade as a result of presenting to shareholders Bids to Acquire Shares. The entity acting as an intermediary in conducting the 1st Tranche of own shares buy-back is Dom Maklerski Banku Ochrony Środowiska S.A., ul. Marszałkowska 78/80, 00-517 Warsaw.