RB 81/2018: The plan of merger of Benefit Systems S.A. and Fit Invest sp. z o.o. has been agreed


RB: 81/2018 
Date: 18 October 2018
The plan of merger of Benefit Systems S.A. and Fit Invest sp. z o.o. has been agreed
Legal basis: Art. 17 item 1 of MAR – inside information

Text of the Report:

The plan of merger of Benefit Systems S.A. and Fit Invest sp. z o.o. has been agreed

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 18 October 2018, plan of merger of the Issuer (as the acquiring company) with Fit Invest sp. z o.o. with its registered seat in Warsaw at Plac Europejski 3, entered in the register of business entities of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under No. KRS 0000470176, (industry identification number) REGON: 146783641, (tax identification number) NIP: 5213652195 (hereinafter referred to as the “Acquired Company”) (as the acquired company) has been agreed.

The merger will be carried out so that the Acquiring Company will take over the Acquired Company 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 Company to the Acquiring Company.

Due to the fact that the Acquiring Company holds 100% of shares in the share capital of the Acquired Company, 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 - 3121 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 Company; in particular the Issuer will assume all the assets and liabilities of the Acquired Company.

The Issuer hereby presents the plan of merger of the Acquiring Company with the Acquired Company as agreed and executed by the Management Boards of the merging companies on 18 October 2018. 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.

DateFirst name and surnamePosition/function
18 October 2018Grzegorz HaftarczykMember of the Management Board
18 October 2018Emilia RogalewiczMember of the Management Board

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