Current Report 7/2023
24/05/2023 • 19:00
Subject:
First notification to the shareholders of R22 S.A. of the intended merger of R22 S.A. with cyber_Folks S.A.
Legal basis:
Other regulations
Content:
The Management Board of R22 S.A. with its registered office in Poznań _[Acquiring Company]_, acting pursuant to Article 504 §1 and §2 of the Commercial Companies Code _[CCC]_, hereby notifies the shareholders of the Acquiring Company of the planned merger of the Acquiring Company with its wholly-owned subsidiary cyber_Folks S.A. with its registered office in Poznań _60-829_, at ul. Franklina Roosevelta 22, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000612359, whose registration files are maintained by the District Court Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, with fully paid-up share capital of PLN 225.611,00, REGON 364261632, NIP 7822622168 _[Acquired Company]_.
On 23 May 2023, the Management Boards of the Acquiring Company and the Acquired Company agreed upon and signed a merger plan for both companies, which was made publicly available on 23 May 2023 on the Company’s website at https://www.r22.pl/company-pages/plan-polaczenia _[Merger Plan]_.
The merger will be effected by transferring to the Acquiring Company – as the sole shareholder _member_ of the Acquired Company – all assets of the Acquired Company and dissolving the Acquired Company without liquidation. As a result of the merger, on the merger date the Acquiring Company will assume all rights and obligations of the Acquired Company. Given that all shares in the Acquired Company are held by the Acquiring Company, the merger will be carried out under the simplified procedure pursuant to Article 516 sec. 6 of the CCC and without increasing the share capital of the Acquiring Company.
The Merger Plan will remain continuously available on the above-mentioned website of the Acquiring Company from 23 May 2023 until the conclusion of the General Meeting of the Acquiring Company at which a resolution on the merger of the Acquiring Company with the Acquired Company will be adopted.
The Management Board of the Acquiring Company announces that the relevant documents specified in Article 505 §1 of the CCC, taking into account Article 516 secs. 5 and 6 of the CCC, i.e. the simplified merger procedure, in particular: 1. the Merger Plan with attachments, 2. the financial statements and Management Board reports on the activities of the Acquiring Company and the Acquired Company for the last three financial years, together with the auditor’s opinions and reports, are available for inspection at the registered office of the Acquiring Company at ul. Franklina Roosevelta 22 in Poznań, Monday to Friday from 10.00 to 15.00. Shareholders of the Acquiring Company are entitled to request free copies of the relevant documents at the registered office of the Acquiring Company.
Due to the fact that the Acquiring Company holds all shares in the share capital of the Acquired Company, pursuant to Article 516 secs. 5 and 6 of the CCC, no Management Board reports of the Acquiring Company and the Acquired Company were prepared for the purposes of the merger, and the Merger Plan will not be examined by an expert appointed by the registry court. Accordingly, the Management Board reports of the Acquiring Company and the Acquired Company and the expert opinion on the Merger Plan have not been made available for inspection at the registered office of the Acquiring Company. This merger will not involve an increase in the share capital of the Acquiring Company and no amendments to the Articles of Association of the Acquiring Company will be made in connection with this merger; therefore, a draft amendment to the Articles of Association of the Acquiring Company has not been made available to shareholders for inspection.
This notification is the first of the two merger notifications required under the CCC.
Legal basis: Article 504 §1 in conjunction with Article 402_1_ of the CCC.
BIZNES PAP link: