Legal basis: Article 17 section 1 MAR – Inside information.
Contents of the report:
The Management Board of Boryszew S.A. informs that on June 26, 2020 it was informed that on June 25, 2020 the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Department of the National Court Register, entered the merger of Boryszew S.A. in the National Court Register – the Register of Entrepreneurs with its registered office in Warsaw with the company SPV Boryszew 3 Sp. z o.o. based in Warsaw.
The merger took place in accordance with art. 492 § 1 item 1 if the Commercial Companies Code (“CCC”), i.e. by transferring all assets of the Acquired Company to the Acquiring Company – in accordance with Resolution No. 4 of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020 regarding the merger of Boryszew S.A. (as the Acquiring Company) with the company SPV Boryszew 3 Spółka z o.o. (as the Acquired Company).
Due to the fact that the Acquiring Company is the sole Partner of the Merged Company, the merger of the Companies was carried out in a simplified manner in accordance with art. 516 § 5 and 6 of the CCC. In connection with the above, the Merger Plan has not been audited by an expert appointed by the registry court and no reports of the Management Boards of the merging companies have been prepared. The Acquiring Company holds 100% of the shares of the Acquired Company and pursuant to art. 515 § 1 of the Commercial Companies Code, the companies were merged without increasing the share capital. The Acquiring Company operates under the name: Boryszew S.A. with its registered office in Warsaw, 00-807 Warszawa, Aleje Jerozolimskie 92. The merger took place without the exchange of shares in SPV Boryszew 3 Spółka z o.o. on shares of Boryszew S.A., therefore, the information referred to in art. 499 § 1 point 2-4 CCC, as devoid of purpose.
In addition, the Company’s Management Board informs that as a result of the merger of companies, Boryszew S.A. acquired 2,165,000 shares of Boryszew S.A. constituting 0.902% of the share capital and the total number of votes at the General Meeting of Shareholders belonging to SPV Boryszew 3 Spółka z o.o., as a result of which it will directly own 21,448,831 own shares, which constitutes approximately 8.94% of the share capital and the total number of votes at the General Meeting of Shareholders Boryszew S.A., while the total number of own shares held by the Company by all entities of the Boryszew Capital Group has not changed.
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.