Second notification of Issuer's shareholders of the intention to merge the Issuer with its subsidiary CCC Factory sp. z o.o.
(Current report no. 45/2023)
Article 17 sec. 1 MAR - confidential information
Article 504 § 1 and 2 in connection with Article 4021 of the Act of 15 September 2000, Code of Commercial Companies (i.e. Journal of Laws of 2022, item 1467, as amended).
The Management Board of CCC S.A. based in Polkowice ("Issuer"), acting based on Article 504 § 1 and 2 of the Code of Commercial Companies, for the second 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 ("Acquired Company"), which is a subsidiary company, in which the Issuer is the sole shareholder ("Merger").
The Issuer and the Acquired Company agreed on and signed the Merger Plan on 28 July 2023 ("Merger Plan"), of which the Issuer informed in current report No. 41/2023, to which the full content of the Merger Plan and annexes were attached. The Merger Plan, in accordance with the contents of 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 financial 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 Acquired Company for the last three financial years, together with the audit report, are available on the website of the Acquired Company (https://corporate.ccc.eu/ccc-factory).
According to the Merger Plan, the Merger will be effected by transferring all the assets of the Acquired Company to the Issuer pursuant to Article 492 § 1(1) of the Code of Commercial Companies (merger by acquisition) in conjunction with Article 516 § 6 of the Code of Commercial Companies. The merger will take place without an increase in the Issuer's share capital and without an exchange of shares of the Acquired Company into shares of the Issuer, since the Issuer holds 100% of shares in the share capital of the Acquired Company. The Merger will take place on the date of entry in the Register of Entrepreneurs of the National Court Register ("Merger Date"). This entry will have the effect of deleting the Acquired 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 Acquired Company as of the Merger Date (universal succession). There will be no change to the Articles of Association of the Issuer in connection with the Merger.
Pursuant to Article 504 § 2(2) in conjunction with Article 505 § 31 of the Code of Commercial Companies, continuously until the date of completion of the meetings, i.e. the General Meeting of Shareholders of the Acquired Company and the General Meeting of the Issuer, 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 Acquired Company at the addresses indicated above:
1) Merger Plan 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 Acquired Company's assets as at 30 June 2023, a statement containing information on the accounting status of the Acquired Company as at 30 June 2023, a statement regarding the lack of need to prepare information on the Issuer's accounting status;
2) financial statements and management reports on the activities of the merging companies for the last three financial 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, therefore the examination of the Merger Plan by an expert and his opinion, as well as the preparation of the reports of the Management Board justifying the merger are not required.
Shareholders of the Issuer may familiarise themselves with the documents indicated in Article 540 § 1 of the Code of Commercial Companies at the Issuer's registered office at ul. Strefowa 6, 59-101 Polkowice, between 9 a.m. and 4 p.m.