The Management Board of IMS S.A. ("Issuer") informs that on October 17, 2017, the Issuer and the Issuer's subsidiary, IMS r & d Sp. z o.o. based in Krakow ("R & D"), signed a letter of intent with the majority shareholder (the "Owner") of Make Sense Media Sp. z oo ("MSM") with its registered office in Warsaw having a total of 99% of share capital and 99% of votes at the shareholders' meeting The parties have signed a letter to establish: br> a) the conditions under which R & D will acquire from the controlling stakeholder (at least 51%) the stake in MSM in exchange for a minority stake in R & D that will include Owner of MSM. As a result of the transaction, the Owner of MSM will be a minority but significant shareholder in R & D and MSM; b> b) other conditions necessary for the Issuer, R & D and MSM to jointly establish a capital group in the sense of International Financial Reporting Standards ( "IFRS"); br> c) rules for the owner of the MSM to become the president of the management board in R & D and the principles of continuing to perform the function of the president in MSM; br> d) the rules for buying back minority interest in MSM by R & D or IMS from the MSM Owner in the perspective of 3-5 years from the acquisition of MSM by R & D (earn-out model) or other possibility of selling shares in MSM by the MSM Owner after this period; br> e) conditions and the date of introducing R & D to the public market in the perspective of 3-5 years, or the principle of buying a minority stake in R & D by R & D or IMS from the MSM Owner in the perspective of 3-5 years from the acquisition of MSM by R & D (earn-out model) or other possibility of selling shares in R & D by the Owner of MSM after this period; br> f) conditions for mutual cooperation between the Issuer, R & D and MSM and other companies in which IMS is a parent and with which, as at the date of signing this Letter, it creates a capital group in the meaning of IFRS. In particular, the parties will agree: br> - a plan for the development and production of own line of aromatherapy equipment, including the possibility of obtaining a subsidy from European Union funds; br> - strategy for the development of audio subscription services, aroma and Digital Signage in Poland ; br> - strategy for the use of the synergy effects of the merger of the Issuer, R & D and MSM. br> The letter of intent is valid until 31/01/2018, its signing does not constitute a financial obligation for either party. pagesletter declared that by 31.01.2018 will lead to the determination of the conditions referred to in point a) - f) above. br> The financial results of the MSM (not audited by the auditor) provided by the management of MSM for the last two financial years completed, i.e. 2016 and 2015, are as follows: br> 12 months of 2016 < / br> Revenues: PLN 2,598 thousand PLN br> EBIT: PLN 250,000 PLN br> EBITDA: PLN 302 thousand PLN br> Net profit: PLN 164,000 PLN br> Non-current assets: PLN 381 thousand PLN br> Receivables: PLN 1,378 thousand PLN br> Equity: PLN 589 thousand PLN br> Liabilities and provisions for liabilities: PLN 1,280 thousand PLN br> 12 months of 2015 br> Revenues: PLN 1,857 thousand PLN br> EBIT: PLN 69 thousand PLN br> EBITDA: PLN 133 thousand PLN br> Net profit: PLN 49 thousand PLN br> Non-current assets: PLN 429 thousand PLN br> Receivables: PLN 1,054 thousand PLN br> Equity: PLN 434,000 PLN br> Liabilities and provisions for liabilities: PLN 1,165 thousand PLN br> Make Sense Media Sp. z o.o. is a company with over 10 years of experience on the Polish and international market. Offers sensory marketing solutions (aromamarketing and audiomarketing). It provides comprehensive marketing solutions for: retail chains, stores, restaurants, gas stations, car dealerships and office spaces. Br> The planned takeover of the majority stake in MSM is in line with the Issuer's strategy, of which growth is through acquisitions. The acquisition of MSM is intended to increase the scale of operations and increase the financial results achieved by the IMS Group mainly in the most attractive subscription segment (the highest share in revenue MSM has revenues from approximately 1,600 audio and aroma subscription locations). Br >
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