Current report no: 30/2021
With reference to the information revealed in the current report No. 29/2021 of 10 September 2021 the Management Board of Boryszew S.A. based in Warsaw (“Issuer”, “Company”, “Acquiring Company”) announces hereby that on 16 September 2021 the Issuer as well as SPV Impexmetal Sp. z o.o. based in Warsaw and Impex-invest Sp. z o.o. based in Warsaw (“Acquired Companies”) agreed and signed the Merger Plan.
Entities to be merged:
Acquiring company:
Boryszew S.A. based in Warsaw, 00-807 Warsaw, Jerozolimskie av. No. 92, entered into the National Court Register – Register of Entrepreneurs, of the District Court for the Capital City of Warsaw, 12th Department of the National Court Register under KRS number 00000063824, Tax Identification Number (NIP) 837-000-06-34, REGON 750010992, share capital of PLN 240 000 000.00, fully paid-up.
Acquired Company 1:
SPV Impexmetal Spółka z o.o. based in Warsaw: 00-807 Warsaw, Jerozolimskie av. No. 92, entered in the National Court Register – Register of Entrepreneurs, of the District Court for the Capital City of Warsaw, 12th Department of the National Court Register under KRS number 0000482184, NIP 5272703267, REGON 146936719, share capital of PLN 41 727 000.00.
Acquired Company 2:
Impex-invest Spółka z o.o. based in Warsaw: 00-807 Warsaw, Jerozolimskie av. No. 92, entered in the National Court Register – Register of Entrepreneurs, of the District Court for the Capital City of Warsaw, 12th Department of the National Court Register under KRS number 0000385128, NIP 5272653339, REGON 142897388, share capital of PLN 46 996 000.00.
The merger of the Issuer with the Acquired Companies will take place based on the following rules:
- Merger under the procedure of art. 492 § 1 item 1 of the Commercial Companies Code (hereinafter referred to as CCC) – transfer of all assets of the Acquired Companies to the Issuer, by universal succession.
- Merger without increasing the share capital or amending the Articles of Association of the Acquired Companies.
- No special benefits are expected as the result of the merger for the members of the governing bodies of the merging Companies or other persons participating in the merger, referred to in CCC Article 499 § 1 item 6.
- As a result of the merger, no special rights referred to in CCC Article 499 § 1 item 5 will be granted.
- Under CCC Article 516 § 6 in conj. with CCC Article 516 § 5, the Merger Plan needs not be examined by an auditor for its correctness and reliability and neither an opinion needs be prepared by an auditor, also the Management Boards of the merging Companies needs not prepare a written report justifying the merger, its legal basis and business justification as well as the share exchange ratio referred to in CCC Article 499 § 1.2.
- As the Issuer is a public company, then according to CCC Article 516 § 1, the merger will require resolutions on the merger to be adopted by the General Meeting of Shareholders of the Acquiring Company and the General Meeting of Shareholders of the Acquired Companies, referred to in CCC Article 506 CCC, approving the merger and the Merger Plan.
Explanation and purpose of taking of the decision on the intention to merge:
The planned merger aims at simplification of the organisational structure of Boryszew Capital Group.
The Management Board of Boryszew S.A., ensuring the increase of the Company’s value, undertakes actions aimed at simplifying the structure of Boryszew Capital Group and increasing the transparency of the management process.
In the Management Board’s assessment, further simplification of the structure would improve efficiency of management of Boryszew Group’s policy and activities and of the management of resources at the Group’s possession. Carrying out internal consolidation of Boryszew Capital Group will result in improved profitability, reduced costs of general management as well as financial costs.
Given the above, the Management Board of the Company, acting under Article 504 § 1 and § 2 of the Commercial Companies Code, submits the first notification to the Company’s Shareholders on the planned merger with SPV Impexmetal Spółka z o.o. based in Warsaw and Impex-invest Spółka z o.o. based in Warsaw.
The merger will be carried out under the provisions of Art. 492 § 1 item 1) of the Commercial Companies Code – transfer of all the assets of the Acquired Companies to the Acquiring Company by universal succession (merger by acquisition). As a result of the merger, the Acquiring Company – as per the provisions of CCC Article 494 § 1 – will enter into all rights and obligations of the Acquired Companies as of the merger date. Given that all shares in the share capital of the Acquired Companies are held by the Acquiring Company, the merger will be carried out without increasing the share capital of the Acquiring Company.
The Management Board of the Company announces, acting under CCC Article 500 § 21, that the merger plan will be available to the public on the website of the Acquiring Company as well as on the websites of the Acquired Company 1: www.spvimpexmetal.com.pl and the Acquired Company 2: www. impexinvest.com.pl., continuously as of 16 September 2021 until the end of the General Meeting of the Company on which resolution on the merger will be adopted, and is also published in the ESPI System as a schedule to this current report.
Shareholders of Company may, as of 16 September 2021 until the date of adopting a resolution on the merger by the General Meeting of the Company, review the documents referred to in CCC Article 505 § 1, on business days between 9:00 a.m. and 4:00 p.m., at the Management Board Office of the Company at Jerozolimskie av. No. 92, 00-807 Warsaw.
The date of the Extraordinary General Meeting, the agenda of which will provide for the adoption of a resolution on the merger of the Issuer with the Acquired Companies, will be announced by the Issuer in a separate current report in accordance with the applicable law binding on the Issuer.
Legal attitude:. Other regulations
Signatures:
Wojciech Kowalczyk – 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