Ursa Smart-city cb7 img ursapark img

2017 Current Reports EN

47/2017 Signing and publication of the terms of cross border merger of CPD S.A. and BUFFY HOLDINGS NO. 1 LIMITED

In relation to the current report no. 45/2017 of 13 December 2017 r. on initialization of the procedure of cross border merger of „CPD” spółka akcyjna with its registered office in Warsaw, Poland (address: ul. Cybernetyki 7B, 02 – 677 Warsaw), entered in the register of enterpreneurs held by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS 0000277147 („Company”, „CPD” lub „Acquiring Company”) with  BUFFY HOLDINGS NO. 1 LIMITED with its registered office in Nicosia, Cypus, limited liability company established in accordance with the laws of Cyprus, address: 67, Limassol Avenue, Vision Tower 2nd floor, 2121 Aglantzia, Nicosia, Cyprus, entered in the company register held by the Ministry of Energy, Commerce, Industry and Tourism of the Republic of Cyprus under registration number HE 166076  („BUFFY” or „Acquired Company”) the Management Board of the Company informs that on 22 December  2017 r. the terms of merger of CPD and BUFFY.

The terms of merger is available for the public on the website of the Company: http://www.cpdsa.pl/ under News. The signed terms of merger is an appendix to the hereby report.

20171222_Plan połączenia transgranicznego

 

Legal basis:

art. 17 ust. 1 MAR (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse)

 

Signatures of persons authorized to represent the Company:

Iwona Makarewicz, Member of the Management Board, 22 December 2017

Agata Tryc, proxy, 22 December 2017

46/2017 Resignation of the Member of the Management Board

The Management Board of CPD S.A. (“the Company”) informs, that today received the resignation from the member of the board from the function of the member.

Mr. Waldemar Majewski, who is a member ofthe Boardof the Company resign with from the function of Board member with the effect from the close of business on 31 December 2017.

Mr. Waldemar Majewski did not give reasons for the resignation.

Following the resignation of the above member, the Management Board is composed of four people which ensures correct representation and conducting the Company’s affairs in accordance with the provisions of the Articles of Association of the Company.

Legal basis:

Art. 5.1.21 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of non-member state.

 

Signatures of persons entitled to representation:

Iwona Makarewicz, Member of the Management Board, 22 December 2017

Agata Tryc, proxy, 22 December 2017

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

44/2017 Correction of the current report numeration

CPD SA Management Board informs that in Current Report No. 47/2017 published on November 23, 2017, there was a mistake in indicating the number of the current report, which should be No. 43/2017. For that reason, the correction of the above-mentioned current report is made, changing its number as above.

Legal basis:
§ 6 para. 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state as equivalent

Signatures of persons authorized to represent:
Elżbieta Wiczkowska, President of the Board, 11 December 2017.

43/2017 Appointment of the Audit Committee

CPD Board of Directors S.A. (The “Company”) hereby informs that on 23 November 2017 it was notified that the Supervisory Board of the Company, acting pursuant to Art.128 and 129 of the Act of 11 May 2017 on statutory auditors, audit firms and public oversight (Journal of Laws of 2017, item 1089) established an Audit Committee composed of:

  • Wiesław Oleś – Chairman of the Audit Committee (independent member)
  • Mirosław Gronicki – Member of the Audit Committee (independent member)
  • Andrew Pegge – Member of the Audit Committee

So far, the tasks of the Audit Committee, pursuant to art. 128 sec. 4, item 4) of the Act on statutory auditors, audit firms and public oversight, was completed by the Supervisory Board.

The Audit Committee in the indicated composition meets the independence criteria and other requirements specified in art. 129 sec. 1.3.5 and 6 of the Act on statutory auditors, audit firms and public oversight, ie:

a)   at least one member of the Audit Committee has knowledge and skills in accounting or auditing,

b)   at least one member of the Audit Committee has knowledge and skills in the field of the Company,

c)   the majority of the members of the Audit Committee, including its Chairman, are independent of the Company.

In line with the detailed rule II.Z.8 of the “Best Practices for WSE Listed Companies 2016”, the Chairman of the Audit Committee fulfills the criteria of independence contained in the Appendix.

 

Legal basis:

Art. Article 17 Regulation MAR

 

Signatures of persons representing the Company:

Elżbieta Wiczkowska, President of the Board, 23rd of November 2017

Disclaimer

The information on this website is the property of CPD S.A. It must not be duplicated in any format

Contact Us

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