29.04.2013
Merger with Stalprofil Finanse sp. z o.o.
Management Board of Stalprofil SA on 29 April 2013 adopted a resolution on the intention to merge Stalprofil SA based Dąbrowa Górnicza (Acquirer) and Stalprofil Finanse sp. z o.o. based in Dąbrowa Górnicza (Target Company).
Therefore, the Board, acting on the basis of Art. 504 § 1 and § 2 of the Commercial Companies Code, shall notify the Shareholders of the Company for the first time on the planned merger.
The merger will be in accordance with Art. 492 § 1. 1 of the Commercial Companies Code, ie the transfer of all assets of the Target Company to the Acquirer. In view of the fact that the acquiring company is the sole shareholder of the Target Company merger will be carried out under the simplified procedure under Article. 516, § 6 of the CCC. Therefore, the plan of merger will not be tested by an expert appointed by the court registry and management reports of the of the merging companies will not be prepered.
The Acquiring Company holds 100% of shares of the Target Company and pursuant to Art. 515 § 1 of the Commercial Companies Code, the merger will take place without share capital increase.
The merger will be no exchange of shares Stalprofil Finanse for shares of Stalprofil SA, therefore, omitted the information referred to in Art. 499 § 1 point. 2-4 CCC, as unnecessary.
The resolution on the merger will be decided by the Annual General Meeting of Stalprofil SA and the Annual General Meeting of Shareholders of Stalprofil Finanse sp. z o.o., in accordance with the procedure set out in Art. 506 of the CCC.
The transfer of the assets of the Target Company to the Acquirer will be made on the merger in the Register of Entrepreneurs kept by the court of the Acquiring Company.
Acquiring Company will operate under the name: Stalprofil SA located in Dąbrowa Górnicza, Dąbrowa Górnicza 41-308, ul. Roździeńskiego 11a.
Reason and purpose of the decision on the merger:
The purpose of the merger of Stalprofil SA and Stalprofil Finanse sp. z o.o. is more effective use of the potential of the combined company and obtain economic and financial effects of the synergy of direct and indirect, including, among others: reduction of operating costs, more efficient use of assets of the merged companies, better allocation of cash and cash flow more efficiently.
Indication of the bodies that are to be connected:
Acquirer:
Stalprofil SA based in Dąbrowa Górnicza ul. Roździeńskiego 11a, entered in the National Court Register kept by the District Court Katowice-East under the number KRS 0000113043.
The principal activities of Stalprofil SA is wholesale of metallurgical products. Sales of steel products, both domestic and foreign, is done through two commercial warehouses located in Katowice-Panewniki and Dąbrowa Górnicza. Stalprofil SA serves as the parent company of four subsidiaries through which diversifies its core business. STALPROFIL SA Capital Group operates in the trading and processing of steel and in the segment of gas transmission network infrastructure.
Target Company:
Stalprofil Finanse sp z o.o. based in Dąbrowa Górnicza ul. Roździeńskiego 11a, entered in the National Court Register kept by the District Court Katowice-East under the number KRS 0000428923.
The principal activities of Stalprofil Finanse sp. z o.o. are "other financial services nec, except insurance and pension funding". The aim of creating Stalprofil Finanse sp z o.o. was the establishment within Stalprofil SA Capital Group an entity that will provide financial services primarily to companies in the Group. Prerequisite for the start of the company Stalprofil Finanse operating activities was to raise funds to enable the implementation of the objective to create it. Unfortunately, mainly due to the downturn in the capital market, Stalprofil Finanse Company has been unable to reach objecticves to date. The main asset of the company Stalprofil Finanse is brought to her in kind by Stalprofil SA stake in Izostal SA a total of 19,739,000 units.
The Management Board of the Company, acting pursuant to Art. 500 § 2\' CCC that the merger plan will be available to the public on the Company\'s website www.stalprofil.com.pl continuously from 29 April 2013 to the end of the General Meeting of picking up a resolution on the merger.
The shareholders of the Company as of 29 April 2013 to the date of adoption by the General Assembly\'s resolution on the merger, the Company\'s headquarters are in Dąbrowa Górnicza, ul. Roździeńskiego 11a, on weekdays from 9:00 to 15:00, refer to the documents listed in Art. 505 § 1.
Therefore, the Board, acting on the basis of Art. 504 § 1 and § 2 of the Commercial Companies Code, shall notify the Shareholders of the Company for the first time on the planned merger.
The merger will be in accordance with Art. 492 § 1. 1 of the Commercial Companies Code, ie the transfer of all assets of the Target Company to the Acquirer. In view of the fact that the acquiring company is the sole shareholder of the Target Company merger will be carried out under the simplified procedure under Article. 516, § 6 of the CCC. Therefore, the plan of merger will not be tested by an expert appointed by the court registry and management reports of the of the merging companies will not be prepered.
The Acquiring Company holds 100% of shares of the Target Company and pursuant to Art. 515 § 1 of the Commercial Companies Code, the merger will take place without share capital increase.
The merger will be no exchange of shares Stalprofil Finanse for shares of Stalprofil SA, therefore, omitted the information referred to in Art. 499 § 1 point. 2-4 CCC, as unnecessary.
The resolution on the merger will be decided by the Annual General Meeting of Stalprofil SA and the Annual General Meeting of Shareholders of Stalprofil Finanse sp. z o.o., in accordance with the procedure set out in Art. 506 of the CCC.
The transfer of the assets of the Target Company to the Acquirer will be made on the merger in the Register of Entrepreneurs kept by the court of the Acquiring Company.
Acquiring Company will operate under the name: Stalprofil SA located in Dąbrowa Górnicza, Dąbrowa Górnicza 41-308, ul. Roździeńskiego 11a.
Reason and purpose of the decision on the merger:
The purpose of the merger of Stalprofil SA and Stalprofil Finanse sp. z o.o. is more effective use of the potential of the combined company and obtain economic and financial effects of the synergy of direct and indirect, including, among others: reduction of operating costs, more efficient use of assets of the merged companies, better allocation of cash and cash flow more efficiently.
Indication of the bodies that are to be connected:
Acquirer:
Stalprofil SA based in Dąbrowa Górnicza ul. Roździeńskiego 11a, entered in the National Court Register kept by the District Court Katowice-East under the number KRS 0000113043.
The principal activities of Stalprofil SA is wholesale of metallurgical products. Sales of steel products, both domestic and foreign, is done through two commercial warehouses located in Katowice-Panewniki and Dąbrowa Górnicza. Stalprofil SA serves as the parent company of four subsidiaries through which diversifies its core business. STALPROFIL SA Capital Group operates in the trading and processing of steel and in the segment of gas transmission network infrastructure.
Target Company:
Stalprofil Finanse sp z o.o. based in Dąbrowa Górnicza ul. Roździeńskiego 11a, entered in the National Court Register kept by the District Court Katowice-East under the number KRS 0000428923.
The principal activities of Stalprofil Finanse sp. z o.o. are "other financial services nec, except insurance and pension funding". The aim of creating Stalprofil Finanse sp z o.o. was the establishment within Stalprofil SA Capital Group an entity that will provide financial services primarily to companies in the Group. Prerequisite for the start of the company Stalprofil Finanse operating activities was to raise funds to enable the implementation of the objective to create it. Unfortunately, mainly due to the downturn in the capital market, Stalprofil Finanse Company has been unable to reach objecticves to date. The main asset of the company Stalprofil Finanse is brought to her in kind by Stalprofil SA stake in Izostal SA a total of 19,739,000 units.
The Management Board of the Company, acting pursuant to Art. 500 § 2\' CCC that the merger plan will be available to the public on the Company\'s website www.stalprofil.com.pl continuously from 29 April 2013 to the end of the General Meeting of picking up a resolution on the merger.
The shareholders of the Company as of 29 April 2013 to the date of adoption by the General Assembly\'s resolution on the merger, the Company\'s headquarters are in Dąbrowa Górnicza, ul. Roździeńskiego 11a, on weekdays from 9:00 to 15:00, refer to the documents listed in Art. 505 § 1.