Information about the abandonment of the merger of CCC S.A. with CCC Factory sp. z o.o. and the signing of the plan of merger of CCC.eu sp. z o.o. with CCC Factory sp. z o.o.
(Current report no. 53/2023)
28.09.2023 /Issuer/
Legal basis:
Article 17 sec. 1 MAR - confidential information
With reference to current reports No. 41/2023 of 28 July 2023 and No. 48/2023 of 31 August 2023, CCC S.A. with its registered office in Polkowice ("Issuer") announces that on 28 September 2023, the Issuer and CCC Factory sp. z o.o. with its registered office in Polkowice ("CCC Factory") concluded an Agreement on the termination of the merger plan ("Agreement").
Pursuant to the Arrangement, the Issuer and CCC Factory have agreed to abandon the merger of the Issuer with CCC Factory, which was to be carried out on the basis of the merger plan agreed and signed by the Issuer and CCC Factory dated 28 July 2023 (the "Merger Plan"). The said Merger Plan was made public by current report No. 41/2023 dated 28 July 2023. Furthermore, based on the Agreement, the Issuer and CCC Factory decided to dissolve the Merger Plan and to waive the notification of the merger and the resulting changes to the Register of Entrepreneurs of the National Court Register. The Issuer decided that the optimal mode of simplification of the structure of the CCC S.A. Capital Group is the merger of CCC Factory with CCC.eu limited liability company with its registered office in Polkowice ("CCC.eu").
In connection with the conclusion of the Agreement:
1) The Extraordinary Shareholders' Meeting of CCC Factory adopted Resolution No. 3 of 28 September 2023 on the revocation of Resolution No. 3 of the Extraordinary Shareholders' Meeting of CCC Factory of 31 August 2023 on the merger of CCC Factory sp. z o.o. with CCC S.A.
2) The Management Board of the Issuer will recommend to the next General Meeting of Shareholders of the Issuer to adopt a resolution on the revocation of Resolution No. 5/EGM/2023 of 31 August 2023 on the merger of CCC S.A. with its subsidiary CCC Factory sp. z o.o., or in the event that the General Meeting of Shareholders is not convened within 12 months from the date of the Agreement, the Issuer's Management Board will convene a General Meeting of Shareholders of the Issuer and will place on its agenda the resolution on the revocation of Resolution No. 5/EGM/2023 of 31 August 2023 on the merger of CCC S.A. with its subsidiary CCC Factory sp. z o.o.
In addition, the Issuer announces that on 28 September 2023, CCC Factory and CCC.eu agreed on and signed a plan of merger between CCC Factory and CCC.eu, which merger is to be carried out pursuant to Article 492 § 1 point 1) in connection with Article 515 § 1 second sentence of the CCC, by transferring all assets of CCC Factory to CCC.eu (merger by acquisition), in exchange for CCC.eu's own shares, which CCC.eu will acquire as a result of the merger with CCC Factory. As part of this merger, the sole shareholder of CCC Factory, i.e. the Issuer, will be issued the own shares of CCC.eu. acquired as a result of this merger. The above actions are in line with the previously signalled decision of the Issuer to simplify the structure of the CCC Capital Group.