Current Report No.: 9/2020
Legal basis: Other regulations
Contents of the report:
The Management Board of Boryszew S.A. with its registered office in Warsaw (“Issuer”, “Acquiring Company”), with reference to current report No. 8/2020 of May 14, 2020 informs that on May 14, 2020 the Issuer and SPV Boryszew 3 Spółka z o.o. with its registered office in Warsaw (“Acquired Company”) agreed and signed the Merger Plan.
Indication of the entities to be merged:
Acquiring Company:
Boryszew S.A. with its registered office in Warsaw, 00-807 Warsaw, Aleje Jerozolimskie 92, entered into the National Court Register – Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw Warsaw, XII Department of the National Court Register under the number KRS 00000063824, with tax identification number NIP 837-000-06-34, REGON 750010992, with share capital in the amount of PLN 240,000,000.00, paid in full.
Acquired Company:
SPV Boryszew 3 Spółka z o.o. with its registered office in Warsaw: 00-807 Warsaw, Aleje Jerozolimskie 92, entered into the National Court Register – Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw Warsaw, XII Department of the National Court Register under the number KRS 0000478298, NIP 5272705349, REGON 146889003, with share capital in the amount of PLN 41,105,000.00.
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 Companies to the Issuer, by universal succession.
- The merger will take place without increasing the share capital or changing the contract 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 CCC.
- 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 Commercial Companies Code, it is not required to subject the Merger Plan to an expert’s examination regarding its correctness and reliability, and to prepare an appropriate opinion by the expert, as well as to not prepare a written report justifying the merger of the merger of the Companies, justifying its basis, legal and economic justification and the 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 Commercial Companies Code who agree to the merger and Merger Plan.
Justification and purpose of making a decision on the intention to merge:
The planned merger is aimed at simplifying the organizational structure of the Boryszew Capital Group.
The Management Board of Boryszew S.A. Caring for the increase in the value of the Company, it undertakes actions aimed at simplifying the structure of the Boryszew Capital Group and increasing the transparency of the management process.
In the opinion of the Management Board, further simplification of the structure will result in increased efficiency in managing the policy and operations of the Boryszew Group and in managing the resources held. Carrying out internal consolidation of the Boryszew Group will increase profitability, reduce overheads and financial costs.
In connection with the above, the Company’s Management Board, acting pursuant to art. 504 § 1 and § 2 of the Code of Commercial Companies (“CCC”) for the first time notifies the Company’s Shareholders of a planned merger with SPV Boryszew 3 Spółka z o.o. The merger will take place in accordance with the provisions of Art. 492 § 1 item 1) of the Commercial Companies Code, i.e. by transferring to the Acquiring Company all the assets of the Acquired Company by universal succession (merger by acquisition). As a result of the merger, the Acquiring Company – in accordance with art. 494 § 1 CCC – will enter into all rights and obligations of the Acquired Company on the day of merger. Considering that all shares in the Acquired Company share capital are held by the Acquiring Company, in accordance with art. 515 § 1 CCC, the merger will take place without increasing the share capital of the Acquiring Company.
The Company’s Management Board informs, acting pursuant to art. 500 § 21 of the CCC, that the merger plan will be available to the public on the websites of both 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 was also published in the System ESPI as an attachment to this current report.
The Company’s shareholders, from May 14, 2020 to the date of the resolution of the merger by the General Meeting of the Company, may at the Company’s Management Board Office at Aleje Jerozolimskie 92, 00 – 807 Warsaw, on business days from 9:00 to 16:00, read the documents listed in art. 505 § 1 CCC.
The date of the Extraordinary General Meeting, the agenda of which will include the adoption of a resolution on the merger of the Issuer with the Acquired Company, the Issuer will inform in a separate current report in accordance with applicable law.
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.