The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th September this year agreements were signed with the Shareholders of the Company to sell in total 100,463 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 05.09.2018) was PLN 3.20. The total nominal value of acquired shares is PLN 2,009.26 (PLN 0.02 per each share). These shares represent 0.30% of the Issuer’s share capital and give right to 100,463 votes in the GM (0.30% of total votes).
In line with the Buy-back Programme and the Invitation to submit offers to dispose of shares, Shareholders have until 26th September 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 26th September 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 of shares is carried out pursuant to Resolution No.19 of 25 May 2017 with reference to Resolution No.26 of 6 June 2018 of the Annual General Meeting (“AGM”). The Own Shares Buy-back Programme was adopted by the Issuer’s Board of Directors with Resolution No.1 of 13 February 2018, and with Resolution No.1 of 29 June 2018 the Board of Directors of IMS S.A. reviewed the above mentioned Own Shares Buy-back Programme (of which the Company informed in ESPI report No.29/2018 of 29 June 2018). In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, the acquired own shares of the Company shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.
In total in the 4th Tranche of the Own Shares Buy-back Programme (i.e. on 19.09.2018 and today) the Company signed with Shareholders agreements to sell 300,000 shares of the total nominal value of PLN 6,000.00, representing 0.90% of the Issuer’s share capital and giving right to 300,000 votes in the GM (0.90% of total votes).
Moreover, the Company holds 1,256,375 own shares (of the total nominal value of PLN 25,127.50; representing 3.75% of the Issuer’s share capital; giving right to 1,256,375 votes at the GM, i.e. 3.75% of total votes) acquired in the previous tranches of the Buy-back Programme.
The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from shares held.
In line with Resolution No.26 of the AGM of 6 June 2018, the Company may still use for the purpose of own share acquisition the amount of PLN 3,832 thousand by 31 December 2019 at the latest.
Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052