The Management Board of Stalexport Autostrady S.A. with its registered office in Mysłowice, (hereinafter referred to as: the “Acquiring Company” or the “Issuer”), with reference to the current report no. 22/2019 of 24 July 2019, current reports no. 23/2019, 24/2019, 25/2019 and 26/2019, all reports of 30 September 2019 and the current report no. 28/2019 of 15 October 2019, hereby informs that on 28 February 2020 the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register, made an entry into the commercial register of the Issuer’s cross-border merger with its single member subsidiary company Stalexport Autoroute S.à.r.l. with its registered office in Luxembourg (hereinafter referred to as: the “Acquired Company”)
The cross-border merger of the companies was conducted in accordance with the terms and conditions included in the Merger Plan agreed and adopted on 30 September 2019 by both Management Boards of merging companies i.e. by taking over all assets and liabilities of the Acquired Company without an increase of share capital of the Acquiring Company, in accordance with Article 516 (1) in relation to Article 492 § 1 item 1 and art. 515 of the Commercial companies code of 15 September 2000 (hereafter: CCC) and Article 278 of the Luxembourg act of 10 August 1915 on commercial companies, as amended.
According to the Article 492 § 1 of CCC on the day of the Merger i.e. on 28 February 2020 the Issuer stepped into all the rights and obligations of the Acquired Company. In accordance with the Luxembourg law the Acquired company was wound up without going into liquidation.
The merger of the Issuer with the Acquired Company is aimed at simplifying the structure of the Capital Group and reduction of its operations costs by termination of economic activity of the Acquired Company.
Art. 17 sec. 1 of the Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
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