Further to the information provided by IMS S.A. (“Company”, “Issuer”) on 10 January 2024, by means of the ESPI 1/2024 report, the Management Board of IMS S.A. informs that on 27 February 2024 it became aware of the registration on 26 February 2024 by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, of amendments to the Company’s Articles of Association concerning, in particular, a conditional increase in the Company’s share capital.
On 10 January 2024, the Extraordinary General Meeting of IMS S.A. adopted Resolution No. 5 on a conditional increase in the Company’s share capital through the issue of series E shares with a simultaneous deprivation of the pre-emptive right of the Company’s existing Shareholders and on authorising the Company’s Management Board to determine the consolidated text of the Company’s Articles of Association taking into account the increase in the share capital in connection with the acquisition of series E shares, as a consequence of which the conditional increase in the share capital will amount to no more than PLN 17,094 through the issue of no more than 854,700 series E shares.
The purpose of the conditional share capital increase is the exercise of rights to acquire the Company’s shares by holders of series E subscription warrants issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of 10 January 2024, in order to implement the provisions of the Investment Agreement concluded on 12 November 2023, the conclusion of which the Company announced in Current Report No. 43/2023 of 13 November 2023. Pursuant to the Investment Agreement, the Company is obliged to offer the Investors subscription warrants, as an option to convert their acquired new shares in Closer Music Sp. z o.o. with its registered office in Warsaw, a subsidiary of the Company, into shares in the Company, at an issue price of PLN 3.51 (in words: three zlotys and fifty-one groszy) per each share of the Company, acquired as a result of exercising the rights from the series E subscription warrants.
At the same time, the Court, pursuant to Resolution No. 6 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 10 January 2024, registered amendments to the Company’s Articles of Association, including an update in the wording of the Articles of Association of the amount of the share capital, which was increased as a result of the issue of the Company’s series D shares under the registered conditional increase of the Company’s capital, of which the Issuer informed in current report No. 40/2023 of 16 October 2023.
The amount of the Company’s share capital is: PLN 677,881.72 (six hundred and seventy-seven thousand eight hundred and eighty-one zloty and 72/100).
The share capital is divided into 33,894,086 (thirty-three million eight hundred and ninety-four thousand and eighty-six) bearer shares, including:
– 30,598,586 (thirty million five hundred and ninety-eight thousand five hundred and eighty-six) series A bearer shares,
– 500,500 (five hundred thousand five hundred) series C bearer shares,
– 2,795,000 (two million, seven hundred and ninety-five thousand) series D bearer shares
with a nominal value of PLN 0.02 (two groszy) each.
The total number of votes at the Company’s General Meeting is currently 33,894,086.
Attached to this report, the Issuer provides a list of all registered amendments to the document.
Detailed basis: paragraph 5 item 1 and paragraph 6 RMF of the Regulation on current and periodic information