The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 1 October 2018 it received information on the registration on 26 September 2018 by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of the amendment to the Articles of Association of the Company adopted by the Extraordinary Shareholder Meeting of the Company (“ESM”) on 31 July 2018 with Resolution No.5 in the scope of the change of the wording of their §6a.
The above mentioned amendment to the Articles of Association was introduced with regard to adopted by the ESM Resolution No.4 regarding the extension of the scope of authorisation of the Board of Directors of the Company to increase the share capital of the Company and at the same time to divest existing Shareholders of their pre-emptive rights. The extended authorisation authorised the Board of Directors of IMS S.A. to increase the Company’s share capital by not more than PLN 100,000.00 by means of issuing of not more than 5,000,000 new series B bearer shares. The sole objective of the issuance of shares under the authorisation of the Board to increase the share capital as part of the target capital is to finance M&A (merger and acquisition) transactions, also by issuing IMS S.A. shares as payment for stocks, shares or organised part of enterprise of the taken-over (acquired) entity.
Attached to this report the Issuer submits the amended wording of §6a of the Articles of Association of the Company and the consolidated text of the Articles of Association including the above mentioned amendment.
At the same time, with regard to ESPI 46/2018 report of 7 September 2018, the Board of Directors of the Company informs that the Court did not take account of the application filed by OPERA Open Investment Fund with its registered office in Warsaw, Novo Open Investment Fund with its registered office in Warsaw and OPERA Specialist Open Investment Fund with its registered office in Warsaw, jointly represented by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. with its registered office in Warsaw, to suspend registration proceedings conducted regarding the above mention Resolution No.4 and Resolution No.5 of the ESM of 31 July 2018 concerning the amendment to the Articles of Association of the Company.
Detailed legal basis: section 5 paragraph 1 and section 6 of the Regulation of the Minister of Finance on current and periodic information