Adoption of resolutions on the merger of the Issuer with its subsidiary CCC Factory sp. z o.o.
(Current Report No. 48/2023)
Article 17(1) MAR - confidential information
The Management Board of CCC S.A. based in Polkowice ("Issuer"), informs that on August 31, 2023. The Extraordinary General Meeting of the Issuer adopted a resolution on the merger of the Issuer, as the acquiring company, with CCC Factory sp. z o.o., based in Polkowice, which is a subsidiary in which the Issuer is the sole shareholder, as the acquired company (the "Target Company") (the "Merger"). On the same day, the Extraordinary Meeting of Shareholders of the Target Company adopted a resolution on the Merger. Thus, the General Meeting of the Issuer and the General Meeting of Shareholders of the Target Company agreed to the Merger Plan agreed upon and signed by the boards of directors of the Merging Companies on July 28, 2023, as communicated to the public through current report No. 41/2023 dated July 28, 2023, and resolved to merge the Companies.
The merger will take place by transferring all the assets of the Target Company to the Issuer in accordance with 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 ascend as of the Merger Date into the rights and obligations of the Target Company (universal succession). In connection with the Merger, there will be no change to the Issuer's Articles of Association.
The merger is a consequence of the Issuer's decision to transfer the logistics division in the form of a financially, functionally and organizationally separated set of tangible and intangible assets capable of conducting business activity, constituting an organized part of the enterprise within the meaning of Article 551 of the Civil Code, by CCC S.A. and the Acquired Company to CCC.eu sp. z o. o. with its seat in Polkowice. The transfer of the logistics division took place as a result of an increase in the share capital of CCC.eu sp. z o.o. with its seat in Polkowice, carried out by Resolution No. 3 of the Extraordinary Meeting of Shareholders of CCC.eu sp. z o.o. with its seat in Polkowice on August 31, 2023, and acquisition of newly created shares in the share capital of CCC.eu sp. z o.o. with its seat in Polkowice by the Issuer and the Target Company, about which the Issuer informed in current report No. 47/2023 of August 31, 2023. Following the acquisition of the logistics division by CCC.eu sp. z o. o. with its seat in Polkowice, the Acquired Company will cease operations. The assets of the Acquired Company will include only the shares of the subsidiaries. Thus, the merger is aimed at simplifying the structure of the CCC S.A. Capital Group.