RB 29/2019: The plan of merger of Benefit Systems S.A. and and its subsidiaries has been agreed


RB 29/2019
Date: 20 August 2019
The plan of merger of Benefit Systems S.A. and and its subsidiaries has been agreed
Legal basis: Art. 17 Item 1 MAR - inside information 

Text of the report:

In reference to information contained in current report No. 77/2018 of 4 October 2018, the Management Board of Benefit Systems S.A. (hereinafter referred to as the  “Issuer” or the “Acquiring Company”)  hereby announces that on 20 August 2019, plan of merger of the Issuer (as the acquiring company) with the following subsidiaries: 

a)    Zdrofit spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw;
b)    Fabryka Formy spółka akcyjna with its registered seat in Dąbrowa;
c)    Fitness Academy BIS spółka z ograniczoną odpowiedzialnością with its registered seat in Wrocław;
d)    Fitness Place spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw;
(hereinafter jointly referred to as the “Acquired Companies”) has been agreed. 

The merger will be carried out so that the Acquiring Company will take over the Acquired Companies pursuant to Article 492 § 1 Item 1 of the Code of Commercial Companies (hereinafter referred to as  the “CCC”), i.e. by transferring all the assets of the Acquired Companies to the Acquiring Company.

Due to the fact that the Acquiring Company holds 100% of shares in the share capital of the Acquired Companies, the merger will be carried out,  on the basis of Article 515 § 1 of the CCC, without proceeding to increase the share capital of the Acquiring Company, and, furthermore, on the basis of Article 516 §§ 5 and 6 of the CCC in conjunction with Article 516 § 1 of the CCC:
(i) The Management Boards of the merging companies will not prepare the written report to justify the merger, its legal basis or the economic grounds;
(ii) the merger plan will not be examined by auditor, and consequently, no auditor’s opinion will be prepared regarding the correctness, accuracy and fairness of the merger plan,
(iii)  the report referred to in Articles 311 – 312(1) of the CCC, will not be prepared.

As a result of the merger, acting in conformity with Article 494 § 1 of the CCC, the Issuer will assume all the rights and obligations of the Acquired Companies; in particular the Issuer will assume all the assets and liabilities of the Acquired Companies.

The Issuer hereby presents the plan of merger of the Acquiring Company with the Acquired Companies as agreed and executed by the Management Boards of the merging companies on 20 August 2019. The plan is attached as appendix to this report. However, due to the fact that the Acquiring Company has the status of a public company that publishes and makes available half-yearly financial statements to its shareholders, the merger plan is not accompanied by a statement containing information about the book value of the Acquiring Company, in conformity with Article 499 § 4 of the CCC.
 

DateFull namePosition/function
20-08-2019Adam RadzkiManagement Board Member
20-08-2019Emilia RogalewiczManagement Board Member

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