30.11.2017 Merger Plan
INTENTION OF MERGER INVESTMENT FRIENDS S.A. (THE ACQUIRING COMPANY) WITH INVESTMENT FRIENDS 1 Polska Akciová společnost (THE ACQUIRED COMPANY).
Attachments:
- Notice of Article 21 of the Regulation
- Detailed information in accordance with Article 21 of the Regulation
- Merger Plan
- Draft resolution of the General Meeting of the Acquiring Company on the merger of the Companies
- Draft resolution of the General Meeting of the Acquired Company on the merger of the Companies
- Determination of the value of the assets of the Acquired Company as of 30.10.2017
- Semi-annual financial statements of the Acquiring Company which is a public company
- Current Report No. 70/2017
15.12.2017 II NOTIFICATION
II Notice of intention to merge INVESTMENT FRIENDS S.A. (the Acquiring Company) with INVESTMENT FRIENDS 1 Polska Akciová společnost (the Acquired Company).
The Management Board of INVESTMENT FRIENDS S.A. with its registered office in Plock, Poland, hereby notifies its shareholders for the second time of its intention to adopt a resolution to merge INVESTMENT FRIENDS S.A. with INVESTMENT FRIENDS 1 Polska Akciová společnost.
The merger will involve:
1. the Acquiring Company – INVESTMENT FRIENDS SPÓŁKA AKCYJNA with its registered office in Płock, 18C Padlewskiego Street, Poland, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, 14th Commercial Division, under KRS No. 0000143579, NIP 8291635137, REGON 730353650, being a public company _Further: the Acquiring Company_.
The Acquired Company – INVESTMENT FRIENDS1 Polska Akciová společnost with its registered seat in Ostrava, address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under No. 10979, Identification No. 06502873 _Further: the Target Company_.
Under the terms and conditions set out in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses INVESTMENT FRIENDS S.A. – http://ifsa.pl and INVESTMENT FRIENDS 1 Polska Akciová společnost – http://ifsase.eu as well as in the current report INVESTMENT FRIENDS S.A. ESPI No. 69/2017 on 30.11.2017. The Merger Documents are also available for inspection at the registered office of the Company at 18C Padlewskiego Street in Plock, Monday to Friday between 11.00 a.m. and 4.00 p.m.
The merger will be effected by way of acquisition by INVESTMENT FRIENDS S.A. of the company INVESTMENT FRIENDS 1 Polska Akciová společnost, pursuant to the provisions of Article 2.1 in conjunction with Articles 17.2.a_ and 18 of Council Regulation _EC_ No. 2157/2001 of 8 October 2001 on the Statute for a European company _SE_ of 8 October 2001. _Official Journal of the EU.L No.294, p.1__Further: SE Regulation_.
The Acquiring Company – INVESTMENT FRIENDS S.A. is an entity holding 100% of the share capital and 100% of the votes of INVESTMENT FRIENDS 1 Polska Akciová společnost – the Target Company, therefore the merger will be carried out according to the procedure provided for in Article 31 of the SE Regulation.
In view of the adopted procedure of the merger of the companies INVESTMENT FRIENDS S.A. announces that:
- the merger plan will not be audited by an expert,
- no reports of the Management Boards of the merging Companies will be prepared,
- there will be no increase in the share capital of the Acquiring Company.
- the share exchange ratio and the amount of compensation are not determined;
- no conditions are set for the allotment of SE shares;
the date from which the shares held by the SE _Acquiring Company_ entitle it to participate in profits and any special conditions affecting this entitlement are not specified;
The Issuer explains that the purpose of the merger between the Issuer and the Acquired Company is for the Issuer to obtain the status and legal form of a European Company.
I Notice of the intention to merge was made public by the Issuer in current report No. 70/2017 dated 30.11.2017.
Attachments:
22.12.2017 POSITION OF THE COMPANY’S MANAGEMENT BOARD ON THE PLANNED MERGER
The Management Board of INVESTMENT FRIENDS S.A. with its registered office in Plock, with reference to current reports No. 69/2017, 70/2017 and 73/2017 of the Company, hereby makes public its position regarding the planned merger by way of acquisition by INVESTMENT FRIENDS S.A. of the company INVESTMENT FRIENDS 1 Polska Akciová společnost, in accordance with the provisions of Article 2(1) in conjunction with Article 17(2)(a_) and 18 of Council Regulation _EC_ No. 2157/2001 of 8 October 2001 on the Statutes of the European Company _SE_ of 8 October 2001.
The merger will involve:
1. the Acquiring Company – INVESTMENT FRIENDS SPÓŁKA AKCYJNA with its registered office in Płock, 18C Padlewskiego Street, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, 14th Commercial Division, under KRS No. 0000143579, NIP 8291635137, REGON 730353650, being a public company _Further: the Acquiring Company_.
The Acquired Company – INVESTMENT FRIENDS1 Polska Akciová společnost with its registered seat in Ostrava, address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under No. 10979, Identification No. 06502873 _Further: the Acquired Company_.
Under the terms and conditions set out in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses INVESTMENT FRIENDS S.A. – http://ifsa.pl and INVESTMENT FRIENDS 1 Polska Akciová společnost – http://ifsase.eu as well as in the current report INVESTMENT FRIENDS S.A. ESPI No. 69/2017 on 30.11.2017. The Merger Documents are also available for inspection at the Company’s registered office at 18C Padlewskiego Street in Plock, Monday to Friday between 11.00 a.m. and 4.00 p.m.
The Management Board of the Company positively evaluates the planned merger. The Issuer reiterates that the purpose of the merger between the Issuer and the Merged Company is for the Issuer to obtain the status and legal form of a European Company.
In the opinion of the Management Board of the Company, assuming the legal form of a European Company through the merger will provide the Issuer with easier access to the markets of all EU countries and will ensure proper recognition throughout the European Union among potential customers and contractors, which will significantly expand the potential market on which the Issuer will be able to operate. Furthermore, the Issuer’s Management Board notes that one of the advantages of the European Company status is a significant increase of the entity’s mobility within the EU countries. The Issuer’s Management Board anticipates that obtaining the legal form of a European Company in the long-term perspective will contribute to further development of the Company.
Attachments:
26.02.2018 Merger of the issuer – INVESTMENT FRIENDS S.A. (THE ACQUIRING COMPANY) WITH INVESTMENT FRIENDS 1 Polska Akciová společnost (THE ACQUIRED COMPANY), the issuer’s adoption of the legal form of the european company se and the change of the company’s statutes.
The Management Board of INVESTMENT FRIENDS SE _Emitent_ with its registered office in Płock, hereby announces that on 26.02.2018r. registration of the merger of the Issuer previously acting as a joint stock company under the Polish law under the name of INVESTMENT FRIENDS SPÓŁKA AKCYJNA with the registered office in Płock, ul. Padlewskiego 18C, Poland, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division, under the number KRS 0000143579, NIP 8291635137, REGON 730353650, with the company INVESTMENT FRIENDS1 Polska Akciová společnost with the registered office in Ostrava, address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under number 10979, identification number 06502873 _hereinafter: the Acquired Company_. The Acquiring Company INVESTMENT FRIENDS S.A. _now INVESTMENT FRIENDS SE_ operates in the business of other monetary intermediation, while INVESTMENT FRIENDS 1 Polska Akciová společnost operates in the business of production, trade and other services in accordance with the objects disclosed in the relevant register, INVESTMENT FRIENDS 1 Polska Akciová společnost being a special purpose entity which was registered on 09 October 2017. As a result of the registration by the District Court for the Capital City of Warsaw in Warsaw of the merger, the Issuer assumed the legal form of a European Company and currently operates under the name of INVESTMENT FRIENDS SE with its registered office in Płock at ul. Padlewskiego 18C, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division. As at the date of publication of this report, the Court did not disclose the NIP and REGON numbers in the KRS excerpt, and the Issuer will provide such information as soon as it is completed by the Court in a separate current report. The merger took place on the terms set out in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses INVESTMENT FRIENDS S.A. – http://www.ifsa.pl/ and INVESTMENT FRIENDS1 Polska Akciová společnost – http://www.ifsase.eu/ as well as in the current report INVESTMENT FRIENDS S.A. ESPI No. 69/ 2017 on 30.11.2017. The merger took place through the acquisition by INVESTMENT FRIENDS S.A. of INVESTMENT FRIENDS 1 Polska Akciová společnost, in accordance with the provisions of Article 2(1) in conjunction with Article 17(2)(a_) and 18 of Council Regulation _EC_ No. 2157/2001 of 8 October 2001 on the Statute for a European company _SE_ of 8 October 2001. _Official Journal of the EU.L No.294, p.1__Further: SE Regulation_. The merger was approved by the General Meeting of the Issuer on 3 January 2018. by Resolution No. 9, made public by ESPI Current Report No. 2/2018 on 3 January 2018. The Issuer’s Management Board informs that currently the Company’s share capital is expressed in EURO and amounts to: EURO 3,240,000.00 _word: three million two hundred forty thousand EURO 00/100_ and is divided into 9,000,000 _nine million_ shares with a nominal value of EURO 0.36 _word: thirty-six euro cents_ that is, into 5384750 series A bearer shares with a nominal value of EURO 0.36 _word: thirty-six euro cents_ and 3615250 series B bearer shares with a nominal value of EURO 0.36 _word: thirty-six euro cents_. The Issuer announces that, along with the registration of the merger, the amendments to the Company’s Articles of Association resulting from the resolutions of the Extraordinary General Meeting of 3 January 2018 were registered. Accordingly, the Issuer provides the full content of the current Articles of Association of the Company in the attachment to this report. The Issuer also explains that in connection with the adoption of the legal form of the European Company, there have been no changes in the composition of the Issuer’s bodies, there have been no changes in the rights vested in the shareholders of the Company’s shares with the exception of the change in the nominal value of the shares _expression in EURO_ and the Company continues its legal existence and activities in the form of a European Company.
Attachments: