Market filings

ADDRESS DATA
41-308 Dąbrowa Górnicza
ul. Roździeńskiego 11a
   
+48 32 261 60 00
+48 32 261 60 09
biuro@stalprofil.com.pl

Current reports

Notice: the official version is the Polish language version and the version translated into English is provided purely for information purposes.

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37
2018

2018-11-13

Current report 37/2018

List of shareholders holding at least 5% of votes at the EGM of STALPROFIL S.A. on 12.11.2018

The Management Board of STALPROFIL S.A. encloses a list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of STALPROFIL S.A., which was held on 12 November 2018.


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36
2018

2018-11-12

Current report 36/2018

Contents of resolutions adopted by the Extraordinary General Meeting of STALPROFIL S.A.

The Management Board of STALPROFIL S.A. hereby publishes the contents of the resolutions adopted by the Extraordinary General Meeting of STALPROFIL S.A. on 12 November 2018 together with the results of voting on each resolution. The Extraordinary General Meeting of the Company considered all items from the planned agenda. During the session of the Extraordinary General Meeting of STALPROFIL S.A. no objections were raised to the minutes.


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35
2018

2018-11-12

Current report 35/2018

Decision on the merger of STALPROFIL S.A. and STALPROFIL HANDEL sp. z o.o.

The Management Board of STALPROFIL S.A. informs that on 12 November 2018 the Extraordinary General Meeting of STALPROFIL S.A. and the Extraordinary Shareholders Meeting of STALPROFIL HANDEL sp. z o.o. with registered office in Dąbrowa Górnicza took place, at which resolutions were adopted regarding the incorporation of STALPROFIL HANDEL sp. z o.o. to STALPROFIL S.A.
The shareholders of STALPROFIL S.A. and the shareholders of STALPROFIL HANDEL sp. z o.o. agreed to the Merger Plan, agreed on 9 October 2018 by the Management Boards of the merging companies and decided to merge STALPROFIL S.A. with its registered office in Dąbrowa Górnicza with STALPROFIL HANDEL sp. z o.o. with its registered office in Dąbrowa Górnicza by transferring to STALPROFIL S.A., as the sole shareholder, all assets of STALPROFIL HANDEL sp. z o.o., in a simplified manner and without increasing the share capital of STALPROFIL S.A., i.e. on the basis of art. 492 §1 point 1), art. 515§1 and 516§6 of the Code of Commercial Companies and on terms specified in the Merger Plan of 9 October 2018.
The Management Boards of the merging companies will make efforts so that the day of merger, that is the day of entering the call to the National Court Register (KRS), takes place until 31 December 2018.

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34
2018

2018-11-05

Current report 34/2018

Position of the Management Board of STALPROFIL S.A. regarding the planned merger of STALPROFIL S.A. and STALPROFIL HANDEL sp. z o.o.

The Management Board of Stalprofil SA in reference to the current report 29/2018 dated 9 October 2018 regarding the decision on the intention to merge STALPROFIL S.A. (the Acquiring Company) with the subsidiary STALPROFIL HANDEL sp. z o.o. with the registered office in Dąbrowa Górnicza (the Acquired Company) informs that he positively assesses the planned merger and recommends to the Company's Shareholders voting during the Extraordinary General Meeting of STALPROFIL S.A., convened for 12 November 2018, for the adoption of a resolution regarding the merger of STALPROFIL S.A. and STALPROFIL HANDEL sp. z o.o.
The Management Board of the Company conducts ongoing activities aimed at adjusting the structure of the STALPROFIL S.A. Capital Group to the dynamically changing market environment. The planned merger of STALPROFIL S.A. and STALPROFIL HANDEL sp. z o.o. is a continuation of restructuring activities of the STALPROFIL S.A. Capital Group, which aim to reduce costs, improve property management efficiency and maximize the synergy effect within the Group.
STALPROFIL HANDEL sp. z o.o. was established in 2015 as a special purpose vehicle, complementing the Group's operations in the field of trading in metallurgical products, and its aim was to intensify the Group's sales on the steel market. STALPROFIL HANDEL sp. z o.o. performed its activities mainly in cooperation with the parent company, STALPROFIL S.A., on the basis of its broad commercial offer.
The Acquired Company fulfilled the business goal set for it, and its function in the Group was taken over by another subsidiary - STF DYSTRYBUCJA sp. z o.o. In connection with the above, the Management Board of STALPROFIL S.A., stating that there is no business justification for continuing to bear the operating costs of STALPROFIL HANDEL sp z o.o., decided to take action to connect it with STALPROFIL S.A.
In opinion of the Management Board, as a result of the merger of STALPROFIL S.A. and STALPROFIL HANDEL sp. z o..o, the costs incurred by the STALPROFIL S.A. Capital Group for trading related to metallurgical products will be reduced without affecting the level of its sales.
The merger will take place in accordance with art. 492 § 1 para. 1 of the Commercial Companies Code, i.e. by transferring all assets of the Acquired Company to the Acquiring Company. Due to the fact that the Acquiring Company is the sole shareholder of the Acquired Company, the merger of the Companies will be carried out in a simplified manner in accordance with art. 516 § 6 of the Commercial Companies Code. In connection with the above, the Merger Plan will not be audited by a court appointed by a court of law and no reports of the merging companies will be prepared. The Acquiring Company owns 100% shares of the Acquired Company and pursuant to art. 515 § 1 of the CCC, the merger of the companies will take place without increasing the share capital. The transfer of the assets of the Acquired Company to the Acquiring Company will take place on the day the merger is entered into the Register of Entrepreneurs kept by the court competent for the Acquiring Company. The merger plan with attachments has been made available on the Company's website: www.stalprofil.com.pl and published in the current report 29/2018 dated 9 October 2018.

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33
2018

2018-10-24

Current report 33/2018

The second notification of the intention to merge "STALPROFIL" S.A. with STALPROFIL HANDEL sp. z o.o.

According to art. 504 of the Code of Commercial Companies, the Management Board of "STALPROFIL" SPÓŁKA AKCYJNA with its registered office in Dąbrowa Górnicza, entered into the Register of Entrepreneurs kept by the District Court Katowice-Wschód in Katowice, 8th Commercial Department of the National Court Register under KRS number: 0000113043, with the share capital of PLN 1 750 000.00 paid in full (the Acquiring Company), for the second time notifies shareholders about the intention to merge with STALPROFIL HANDEL sp. z o.o. with registered office in Dąbrowa Górnicza, entered into the Register of Entrepreneurs kept by the District Court Katowice-Wschód in Katowice, 8th Commercial Department of the National Court Register under KRS number: 0000558973, with share capital of PLN 100 000.00 paid in full (the Acquired Company) and informs that on 9 October 2018 was signed the Plan of Merger of Companies: "STALPROFIL" SPÓŁKA AKCYJNA with its registered office in Dąbrowa Górnicza (the Acquiring Company) and STALPROFIL HANDEL sp. o.o. with its registered office in Dąbrowa Górnicza (the Acquired Company).
The merger plan has been made available on the website of "STALPROFIL" SPÓŁKA AKCYJNA at www.stalprofil.com.pl , starting from 9 October 2018 and will be available without interruption until the end of the Extraordinary General Meeting of the Company at which the resolution will be adopted. According to art. 500 §2 (1) of the Code of Commercial Companies, the Acquiring Company withdraws from the requirement to announce the Merger Plan in the Ministry of the State Treasury, in view of free access to the publicity of the Merger Plan on its website.
The merger will take place through the acquisition by "STALPROFIL" SPÓŁKA AKCYJNA with its registered office in Dąbrowa Górnicza, the company STALPROFIL HANDEL sp. z o.o. with its registered office in Dąbrowa Górnicza, by transferring to STALPROFIL S.A. as the only shareholder all assets of STALPROFIL HANDEL sp. z o.o., in a simplified manner and without increasing the share capital of "STALPROFIL" S.A., ie on the basis of art. 492 §1 point 1), art. 515 §1 and 516 §6 of the Code of Commercial Companies and on the terms set out in the Merger Plan of 9 October 2018.
Shareholders of the Acquiring Company from 9 October 2018 to the day of the end of the Extraordinary General Meeting of the Company, at which the merger resolution will be adopted, at the office of the Acquiring Company, ie in Dąbrowa Górnicza, at ul. Roździeńskiego 11a, first floor, room C117 on working days from 8.00 to 15.00 may read documents referred to in art. 505 §1 of the Code of Commercial Companies.

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