First notification to Issuer's shareholders about the Issuer's intention to merge with its subsidiary CCC Factory sp. z o.o.
(Current Report No. 42/2023)
Article 17 sec. 1 MAR - confidential information
Article 504 § 1 and 2 pursuant to Article 4021 of the Law of September 15, 2000. Commercial Companies Code (i.e., Journal of Laws 2022, item 1467, as amended).
The Management Board of CCC S.A. based in Polkowice (the "Issuer"), acting pursuant to Article 504 § 1 and 2 of the Code of Commercial Partnerships and Companies, for the first time hereby notifies the Issuer's shareholders of the planned merger of the Issuer, as the acquiring company, with CCC Factory sp. z o.o. based in Polkowice (the "Acquired Company"), which is a subsidiary in which the Issuer is the sole shareholder (the "Merger").
The Issuer and the Target Company agreed and signed a plan of merger on July 28, 2023 (the "Plan of Merger") as announced by the Issuer in current report No. 41/2023, to which the full contents of the Plan of Merger and annexes were attached. The Plan of Merger, in accordance with Article 500 § 21 of the Code of Commercial Companies, continuously, at least until the date of completion of the meetings (shareholders' meeting/general meeting) of the merging companies adopting resolutions on the Merger, was made available to the public free of charge on the Issuer's website at: https://corporate.ccc.eu/relacje-inwestorskie, as well as on the website of the Target Company - https://corporate.ccc.eu/ccc-factory.
The Issuer's financial statements and management reports for the last three fiscal years, together with the audit report, are available on the Issuer's website, under periodic reports (https://corporate.ccc.eu/raporty).
The financial statements and management reports of the Target Company for the last three fiscal years, along with the audit report, are available on the Target Company's website (https://corporate.ccc.eu/ccc-factory).
According to the Merger Plan, the Merger will be effected by transferring all the assets of the Target Company to the Issuer pursuant to Article 492 § 1(1) of the Code of Commercial Partnerships and Companies (merger by acquisition) in conjunction with Article 516 § 6 of the Code of Commercial Partnerships and Companies. The merger will take place without an increase in the Issuer's share capital and without exchanging shares of the Target Company for shares of the Issuer, since the Issuer holds 100% of shares in the share capital of the Target Company. The merger will take place as of the date of entry in the Register of Entrepreneurs of the National Court Register (the "Merger Date"). Such entry will have the effect of deleting the Target Company from the Register of Entrepreneurs of the National Court Register. As a result of the Merger, the Issuer will enter into the rights and obligations of the Target Company as of the Merger Date (universal succession). There will be no change to the Issuer's Articles of Association in connection with the Merger.
Pursuant to Article 504 §2(2) in conjunction with Article 505 §31 of the Commercial Companies Code, continuously until the date of completion of the meetings, i.e., the shareholders' meeting of the Target Company and the Issuer's general meeting, adopting resolutions on the Merger, the following documents will be made available to the public free of charge on the websites of the Issuer and the Target Company at the addresses indicated above:
1) Plan of Merger with appendices, i.e. draft resolutions on the Merger, information on not amending the Issuer's Articles of Association, determination of the value of the Merged Company's assets as of June 30, 2023, a statement containing information on the Merged Company's accounting status as of June 30, 2023, and a statement regarding the lack of need to prepare information on the Issuer's accounting status;
2) financial statements and management reports on the operations of the merging companies for the last three fiscal years, together with an audit report.
The merger will be carried out under a simplified procedure pursuant to Article 492 §1(1) in conjunction with Article 516 §6 of the Code of Commercial Companies, and therefore the examination of the Merger Plan by an expert and his opinion, as well as the preparation of reports of the Boards of Directors justifying the merger are not required.
The Issuer invites shareholders to review the documents indicated in Article 540 §1 of the Commercial Companies Code at the Issuer's headquarters at 6 Strefowa Street, 59-101 Polkowice, between 9 am and 4 pm.