Legal basis: Article 17 para. 1 MAR - confidential information.
The Management Board of Indykpol S.A. with its registered office in Olsztyn ("the Issuer"), acting pursuant to art. 17 sec. 1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse 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 ("MAR Regulation"), hereby publishes confidential information, the disclosure of which has been delayed pursuant to Art. 17 sec. 4 MAR Regulation.
Contents of the confidential information whose transmission has been delayed:
"The Management Board of Indykpol SA with its registered office in Olsztyn (hereinafter the" Company ") informs that on September 12, 2018, it agreed the initial terms and schedule of the merger of Indykpol SA with a subsidiary company of Lubuskie Zakłady Drobiarskie "Eldrob" SA The adopted conditions assumed that the merger will take place through the acquisition that the acquiring company will be Indykpol SA with its registered office in Olsztyn, and the acquired company Lubuskie Zakłady Drobiarskie "Eldrob" SA with headquarters in Świebodzin. by the Management Boards of the merging companies The merger plan will be adopted on September 20, 2018 and submitted to the Supervisory Boards of the merging companies, after which the merger procedure will be commenced in accordance with the provisions of the Code of Commercial Companies and Partnerships.
In order to protect the legitimate interests of the Issuer, the transfer of confidential information about the arrangement of preliminary conditions and the merger schedule has been delayed starting from September 12, 2018 until the adoption of the plan of merger by the management boards of the merging companies and obtaining a positive opinion of the supervisors.
The prior disclosure of confidential information prior to the signature by the management boards of the companies of the agreed merger plan could affect the legally protected interests of the issuer. Immediate publication of this information could threaten its proper assessment by the public if later the management boards, merging companies did not reach an agreement or the merger plan was not approved by the supervisory boards. The Issuer has taken measures to sign the merger plan as soon as possible.
Pursuant to the content of art. 17 sec. Third paragraph of the MAR Regulation, the Issuer immediately after publicationof this report will inform the Polish Financial Supervision Authority about the delay in disclosing the confidential information in question by submitting written explanations about the fulfillment of the conditions set out in Art. 17 sec. 4 points a) - c) MAR Regulation.
Adoption of the merger plan of Indykpol S.A. with its registered office in Olsztyn as the acquiring company with Lubuskie Zakłady Drobiarskie "Eldrob" S.A. with its registered office in Świebodzin as the acquired company
The Management Board of Indykpol S.A. with its registered office in Olsztyn ("Issuer") informs that on 20 September 2018, the Company adopted the Plan of merger of Indykpol Spółka Akcyjna in Olsztyn as the acquiring company and Lubuskie Zakłady Drobiarskie "Eldrob" Spółka Akcyjna in Świebodzin, as the acquired company.
The connection will be made in accordance with art. 492 § 1 point 1 of the Code of Commercial Companies (hereinafter k.s.h.) (merger by acquisition) by transferring all assets of the acquired company, i.e. ELDROB, to the acquiring company, i.e. INDYKPOL.
Considering that the acquiring company INDYKPOL holds all shares in the acquired company, the merger will be carried out pursuant to art. 515 § 1 k.s.h. ie without increasing the share capital of the acquiring company and pursuant to art. 516 § 6 k.s.h. ie,
a) without issuing the shares of the acquiring company to the partners of the acquired company,
a) without specifying in the merger plan the exchange ratio of the acquired company's shares to the shares of the acquiring company,
b) without specifying in the merger plan the principles concerning the award of shares in the acquiring company,
c) without specifying in the merger plan the date from which the shares of the acquiring company, issued to the shareholders of the acquired company, authorize to participate in the profit of the acquiring company.
Due to the fact that the connection will be carried out pursuant to art. 515 § 1 k.s.h. ie, without increasing the share capital of the acquiring company and that the merger does not create new circumstances requiring disclosure in the statutes of the acquiring company, the statute of the acquiring company INDYKPOL in connection with the merger will not be changed.
Pursuant to art. 499 § 4 of the Code of Commercial Companies, Indykpol is not obliged to prepare a statement on the accounting status because, as a public company, it publishes and makes available to shareholders semi-annual financial statements in accordance with the provisions of the offerpublic and the conditions for introducing financial instruments to an organized trading system and public companies.
Pursuant to the regulation of art. 500 § 21 k.s.h. both merging companies will make the Plan of connection public on their website, Indykpol S.A. on www.indykpol.pl, and LZD Eldrob S.A. on www.eldrob.pl. The full content of the Connection Plan attached.
Automatic translation of the announcements.