Current Report No.: 14/2020
Legal basis: Other regulations
Contents of the report:
With reference to Current Report No. 9/2020 of May 14, 2020 regarding the signing of the merger plan between Boryszew S.A. with its registered office in Warsaw and SPV Boryszew 3 Spółka z o.o. with its registered office in Warsaw and the first notification to the Shareholders of the intention to merge, acting pursuant to art. 504 § 1 and § 2 of the Code of Commercial Companies (hereinafter: “CCC”), the Management Board of Boryszew S.A. with its registered office in Warsaw (“Company”, “Issuer”), for the second time, notifies the Company’s shareholders of the intention to merge Boryszew S.A. as the Acquiring Company with SPV Boryszew 3 Spółka z o.o. as the Acquired Company.
The merger of the Issuer with the Acquired Company will be based on the following principles:
- The merger will be carried out pursuant to Art. 492 § 1 item 1 of the Code of Commercial Companies (hereinafter referred to as: “CCC”), i.e. by transferring all assets of the Acquired Company to the Issuer, by universal succession.
- The merger will take place without increasing the share capital or changing the Statutes of the Acquiring Company.
- As a result of the merger, no special benefits are foreseen for members of the bodies of the merging Companies and other persons participating in the merger referred to in Art. 499 § 1 item 6 of the Commercial Companies Code.
- As a result of the merger, no special rights referred to in Art. 499 § 1 item 5 of the CCC.
- Based on Art. 516 § 6 CCC in connection with Art. 516 § 5 of the CCC, it is not required to subject the Merger Plan to an expert’s examination regarding correctness and reliability and to prepare an appropriate opinion by the expert, as well as it is not required that the Management Boards of the merging Companies prepare a written report justifying the merger, its legal basis and justification economic and share exchange ratio, referred to in Art. 499 § 1 item 2 of the CCC.
- In connection with the fact that the Issuer is a public company, in accordance with Art. 516 § 1 CCC, the merger will require the adoption of resolutions on the merger by the General Meeting of the Acquiring Company and the Meeting of Partners of the Acquired Company, referred to in art. 506 CCC, agreeing to the merger and Merger Plan.
The announcement of the Merger Plan in the Court and Economic Monitor was not necessary pursuant to the provisions of art. 500 § 2 (1) CCC.
Acting pursuant to Art. 500 § 21 CCC, the Management Board of the Company informs that the Merger Plan is available to the public on the websites of the merging Companies: www.boryszew.com and www.spvboryszew3.com.pl continuously from May 14, 2020 until the end of the General Meeting of the Company adopting a resolution on the merger, and moreover, it was published in the ESPI System as an attachment to Current Report No. 9/2020 of May 14, 2020.
Shareholders of Boryszew S.A., from May 14, 2020 to the day on which the General Meeting adopted a resolution on the merger, they may at the Company’s Management Board Office in Aleje Jerozolimskie 92, 00-807 Warsaw, on business days from 9:00 to 16:00, read the documents listed in art. 505 § 1 CCC.
Announcement on convening the Extraordinary General Meeting of Boryszew S.A. as at June 15, 2020, whose agenda includes, among others the adoption of a resolution on the merger of the Issuer with the Acquired Company and draft resolutions of the Meeting were published in Current Reports No. 10/2020 and No. 11/2020 of May 19, 2020.
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.