The Management Board of Orzeł Biały S.A. (“The Issuer”, “The Company”) hereby announces that on 31.01.2017, at the request of the Management Board on the same day, the Supervisory Board adopted a resolution on the approval of the Company’s intentions to incorporate into Orzeł Biały SA its subsidiary of Helidor sp. z o.o., its objectives (functions), its rights and obligations as well as its assets.
The planned merger of Orzeł Biały S.A. and Helidor sp. z o.o. shall be in accordance with art. 492 § 1 Cl. 1 CCC (merger through take-over) by way of transferring the entire assets of the Acquired Company (Helidor sp. z o.o.) to the Acquiring Company („Orzeł Biały” S.A.) and shall be done without any capital increase in line with Art. 515 § 1 CCC and pursuant to provisions of Art. 516 § 6 CCC.
In order to implement the adopted resolution the Supervisory Board entrusted the Management Board with the task to take necessary factual and legal actions involving the incorporation including the preparation and coordination of the merger plan.
The Management Board decision is made as a consequence of the previously adopted by the Supervisory Board of The Company’s course of actions in terms of planned changes to Orzeł Biały Group’s structure by way of incorporating into the Company of key business-relevant areas (excluding purchasing areas) performed nowadays by its subsidiaries as part of the Group which The Issuer notified in the current report no 19/2016 dated 26.9.2016.
Helidor sp. o.o. based in Wroclaw is entered into the National Court Register kept by the District Court for Wrocław-Fabryczna in Wroclaw, 6th Companies Division of the National Court Register, under KRS 0000456298, with the share capital at PLN 50,000. All shares in Helidor sp. o.o. are held by the sole shareholder – Orzeł Biały SA The main business purpose of Helidor sp. o.o. is to promote improved awareness and shareholders value of, and management within the Group of Orzeł Biały of intangible assets as brands/trademarks, in particular the brand of “Orzeł Biały”. The company has been the Orzeł Biały Group member since June 2013.
Planned changes to Orzeł Biały Group structure are consistent with the strategy adopted by The Company consisting mainly in the focus on the core business of the Company, concentrating in Orzeł Biały SA of key functions for the Group, substantial simplification of the organisational and proprietary structures of the Group and the most effective use of the subsidiary companies’ potentials.
The merger will result in Orzeł Biały SA taking over the direct control over functions and assets currently hived off to the subsidiary Helidor sp. o.o. The business will be consolidated and the management of intellectual property will be centralised.
The Issuer will inform the market in the relevant reports of any subsequent actions of the Company implemented in the said area and of the potential impact of those activities on the Company’s result.
Legal basis: Art. 17 Para. 1 MAR – Insider Information.
Time: 21.13