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45/2017 Initialization of the procedure of cross border merger

Management Board of ”CPD” spółka akcyjna with its registered office in Warsaw, Poland (address: ul. Cybernetyki 7B, 02 – 677 Warsaw), entered to the register of business entities of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000277147 (the “Company”, “CPD” or the “Acquiring Company”) would like to inform that on 13 December, 2017 the Company adopted a decision on the intention to initiate the procedure of cross-border merger of the Company with the company BUFFY HOLDINGS NO. 1 LIMITED with its registered office in Nicosia in Cyprus, limited liability company organized under the laws of Cyprus, address: Lemesou 67, Vision Tower 2nd floor, 2121 Aglantzia, Nicosia, Cyprus, entered to the register of companies maintained by the Ministry of Energy, Commerce, Industry and Tourism of the Republic of Cyprus under the registration number HE 166076  („BUFFY” or the ”Company being acquired”).

I. Form of the planned merger and identification of its legal basis;

The merger shall be effected in the form of acquisition by the Acquiring company, of the shares of BUFFY in the mode as prescribed in art. 492 § 1 par. 1) of the Commercial Companies’ Code and the definition of the term “merger” in Section 201I (c) The Companies Law, Cap. 113 as amended, i.e. by the transfer of all assets of the Company being acquired to the Acquiring Company. Due to fact that CPD is a sole shareholder in BUFFY, holding 100% shares in the BUFFY’s share capital, in accordance with art. 14 par. 5 of the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (the “Directive”), art. 51614 CCC and art. 515 in connection with art. 5161 CCC and Section 201U (5) (a) The Companies Law, Cap. 113, the merger shall be effected without the increase of the share capital of CPD, and as the sole shareholder in BUFFY shall not be issued any shares in CPD. In view of the above, the merger shall be completed in a simplified procedure referred to in art. 15 par. 1 of the Directive, art. 51615 § 1 and 2 CCC; section 201V (1) of The Companies Law, Cap. 113.

II. Basic description of business activity of the entities participating in the merger:

Main object of business activity of the Acquiring Company consists in the activities of financial holdings, realization of construction projects in relation to construction of buildings, dismantling and demolition of building structures, preparation of construction sites, other financial services not elsewhere classified, excluding insurance and pension funds; lease and management of company’s own and leased real property, real property agency services, other business and management consulting services, architecture services, other research and technical analyzes.

Main object of business activity of the Company being acquired consists in the holding of investments.

III. Statement of reasons for the decision on the intention to merge and information on long-term objectives which are aimed to be achieved as a result of undertaken activities:

The merger is a part of the strategy adopted in CPD group aimed at establishment of transparent and clear structure of the group, in which particular types of business activity conducted within the group are clearly separated, as well as aimed at simplification of the entire structure by replacing the four-level structure by two- or maximum three-level structure. The above will also enable a substantial reduction of costs of management and servicing of particular entities within the group.

Optimization of the group structure shall be conducted by its simplification which will enable centralization of the performed tasks and functions, leading to the improvement of the management process within the group. It will also have positive effect on the ability to control the investment projects realized by the company.

Moreover the merger will lead to the improvement in the economic and financial situation of the consolidated entity, which would not be possible with the current structure of the companies. It will contribute to the elimination of additional costs of separate audit financial reporting and shall eliminate the need to translate the documents exchanged between the companies. Reduction of costs in relation to the merger shall enable to the Acquiring Company to use the funds obtained as a result of the merger for its further development, significantly increasing its market potential.

Detailed conditions of the merger shall be determined as a result of works and analyzes undertaken in the course of discussions between the Management Boards of the Acquiring Company and the Company being acquired in order to agree on a plan of merger of the companies, which in accordance with the requirements of law shall be the subject of further periodic reports.

Legal basis:

art. 56 par. 1 subpar. 2 of the Act on offering in connection with § 5 par. 1 subpar. 14a in connection with § 19 par. 1 in connection with § 20a par. 1 of the Regulation of the Minister of Finance of 19 February 2009 on the current and periodic reports provided by issuers of securities and conditions for acknowledging as equivalent the information required under the provisions of law of 19 February 2009 (consolidated text of 2014, item 133).

Signatures of persons authorized to represent the Company:

Elżbieta Donata Wiczkowska, President of the Management Board, 13 December, 2017

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CPD S.A.
ul. Cybernetyki 7b
02-677 Warszawa
tel.: +48 22 321 05 00
fax: +48 22 321 05 01
e-mail: info@cpdsa.pl