Legal basis: Article 17 paragraph 1 of MAR - confidential information.
Subject: Signing and publication of the merger plan as part of the preparation of the VRG S.A. and BTM 2 Sp. z o. o. merger process.
Management Board of VRG S.A. with its registered office in Cracow (the "Company"), informs that on March 27, 2019, the merger plan of VRG S.A. (hereinafter also referred to as the "Acquiring Company") and its subsidiary, BTM 2 Sp. z o. o. (hereinafter also "Acquired Company") was agreed and signed. BTM 2 Sp. z o. o. had previously been a part of the VRG S.A. capital group as a result of the merger of BYTOM S.A. with the Company.
The merger will be effected on the basis of Art. 492 § 1 pt 1) of the Code of Commercial Companies (Kodeks spółek handlowych, KSH) by transferring all assets of the Acquired Company to the Acquiring Company. As a result of the merger, the Acquired Company will be dissolved and the Company, as the Acquiring Company, will enter into the entire rights and obligations of the Acquired Company as of the merger date.
Due to the fact that the Company, as the Acquiring Company, is the sole shareholder of the Acquired Company and holds 100% of shares in the share capital of the Acquired Company, the merger will take place in a simplified mode and in accordance with:
a) Art. 515 § 1 of the KSH, the merger will be carried out without increasing the share capital of the Company, as the Acquiring Company, and without taking up any shares in the share capital of the Acquiring Company by the partners of the Acquired Company;
b) Art. 516 § 6 of the KSH, in connection with art. 516 § 5 of the KSH, the merger plan will be submitted to the registry court, however, it will not be subject to examination by an expert referred to in art. 502 § 1 of the KSH and the expert opinion in this respect will not be prepared, and the management boards of the merging companies will not prepare written reports justifying the merger referred to in art. 501 § 1 of the KSH.
Due to the lack of increasing the share capital of the Company, and the fact that the merger does not create new circumstances requiring disclosure in the Company's Articles of Association and no other amendments to this Statute are proposed, an amendment of the Company Statute in connection with the merger is not planned.
The merger of the companies will depend on the adoption by the General Meeting of Shareholders of the Company as the Acquiring Company, and the Shareholders' Meeting of the Acquired Company, a resolutions containing the consent to the merger, including the Merger Plan.
The merger plan with attachments is available to the public on the Company's website at www.vrg.pl in the investor tab and in the Company's premises in Cracow at ul. Pilotów No. 10 (on working days from 10:00 to 15:00). The signed merger plan is attached to this report.