04.06.2013
The Management Board\'s position on the merger between Stalprofil SA and Stalprofil Finanse sp. z o.o.
Board of Stalprofil SA, in relation to the current report 11/2013 of 29 April 2013 concerning the decision to merge Stalprofil SA (Acquiring Company) and its subsidiary Stalprofil Finance sp. z o.o., based in Dąbrowa Górnicza (Target Company), informs that it welcomes the proposed merger and recommends that the shareholders of the Company voting at the Annual General Meeting of the Company held on 12 June 2013 for the adoption of the resolution on the merger between Stalprofil SA and Stalprofil Finanse sp. z o.o.
Board of Directors on a regular basis takes steps to adapt the structure of the Stalprofil SA Group to the rapidly changing market environment with the aim of continuous improvement of efficiency of the Group\'s management and increase the efficiency of its resources and capital assets. As part of these activities initiated by the Board is the merger between Stalprofil SA and its subsidiary Stalprofil Finanse sp. z o.o., which was established to provide financial services predominantly to companies in the Group. Prerequisite for the start of the company Stalprofil Finanse sp. z o.o. operating activities was to raise funds to enable the implementation of the objective to create it. In the meantime, in the fourth quarter of 2012, was obtained by ZRUG Zabrze SA (the company that the assumptions had to be the main beneficiary of the services provided by Stalprofil Finanse sp. z o.o.) secured funding contract for the construction of the Szczecin-Gdańsk in the form of advances from OGP Gaz-System SA for a total amount of 51 500 thousand PLN. Management Board of Stalprofil SA recognizes that in connection with the guarantee of the subsidiary companies of the sufficient sources of funding and the lack of additional needs in this area in the near future it becomes unreasonable to incur additional operating costs Stalprofil Finanse sp. z o.o. generates and decided to take action to its merger with Stalprofil SA. 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, the expert appointed by the court registry and will not be completed reports of the Management of the merging companies. 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 a share capital increase. 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 Acquirer. The merger plan with attachments has been made available on the Company\'s website: www.stalprofil.com.pl and published in the current report 11/2013 of 29 April 2013.
Board of Directors on a regular basis takes steps to adapt the structure of the Stalprofil SA Group to the rapidly changing market environment with the aim of continuous improvement of efficiency of the Group\'s management and increase the efficiency of its resources and capital assets. As part of these activities initiated by the Board is the merger between Stalprofil SA and its subsidiary Stalprofil Finanse sp. z o.o., which was established to provide financial services predominantly to companies in the Group. Prerequisite for the start of the company Stalprofil Finanse sp. z o.o. operating activities was to raise funds to enable the implementation of the objective to create it. In the meantime, in the fourth quarter of 2012, was obtained by ZRUG Zabrze SA (the company that the assumptions had to be the main beneficiary of the services provided by Stalprofil Finanse sp. z o.o.) secured funding contract for the construction of the Szczecin-Gdańsk in the form of advances from OGP Gaz-System SA for a total amount of 51 500 thousand PLN. Management Board of Stalprofil SA recognizes that in connection with the guarantee of the subsidiary companies of the sufficient sources of funding and the lack of additional needs in this area in the near future it becomes unreasonable to incur additional operating costs Stalprofil Finanse sp. z o.o. generates and decided to take action to its merger with Stalprofil SA. 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, the expert appointed by the court registry and will not be completed reports of the Management of the merging companies. 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 a share capital increase. 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 Acquirer. The merger plan with attachments has been made available on the Company\'s website: www.stalprofil.com.pl and published in the current report 11/2013 of 29 April 2013.