34/2021 – Second notification on the intention to merge Boryszew S.A. based in Warsaw, SPV Impexmetal Sp. z o.o. based in Warsaw and Impex-invest Sp. z o.o. based in Warsaw
Current report no: 34/2021
With reference to the current report No. 30/2021 of 16 September 2021 on the signing of the merger plan between Boryszew S.A. based in Warsaw and SPV Impexmetal Sp. z o.o. based in Warsaw and Impex-invest Sp. z o.o. based in Warsaw and the first notification to the Shareholders about the intention to carry out the mergerthe Management Board of the Boryszew S.A based in Warsaw, acting under Article 504 § 1 and § 2 of the Commercial Companies Code (hereinafter CCC), submits the second notification to the Company’s Shareholders on the planned merger of Boryszew S.A. – as the Acquiring Company with SPV Impexmetal Spółka z o.o. based in Warsaw and Impex-invest Spółka z o.o. based in Warsaw (“Acquired Companies”).
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 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.
- No special rights referred to in CCC Article 499 § 1 item 5 as the result of the merger.
- 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 Assembly of the Acquiring Company and the General Assembly of Shareholders of the Acquired Company, referred to in CCC Article 506 CCC, approving the merger and the Merger Plan.
Notification of the Merger Plan in the Court and Commercial Gazette was not necessary according to CCC Article 500 § 2(1).
Acting under CCC Article 500 §21, the Management Board of the Company announces hereby 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 the current report No. 30/2021 of 16 September 2021.
Shareholders of Boryszew S.A. 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