81/2013 - Information on the intention to merger and the merger plan
With reference to current report no. 63/2013 of 25 July 2013, the Management Board of Trakcja S.A., with its registered office in Warsaw (address: ul. Złota 59, 18th floor, 00-120 Warsaw), entered into the register of entrepreneurs of the National Court Register kept by the District Court for the City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under number 0000084266, with share capital in the amount of PLN 41,119,638.40 fully paid up ("Company" or "Acquiring Company") hereby informs that on 18 October 2013 the Management Board of the Company adopted a resolution concerning the intention to merge the Company with Przedsiębiorstwo Robót Kolejowych i Inżynieryjnych S.A., with its registered office in Wrocław, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, under number 0000110835 ("PRKiI" or "Acquired Company"). The intention of the Management Board of the Company is to merge the Company with the Acquired Company within the framework of the reorganisation activities as described in detail in the aforementioned current report no. 63/2013, in the first place, after the increase of the share capital of Przedsiębiorstwo Drogowo-Mostowe "Białystok" S.A.
The reorganisation plan within the above-mentioned scope results from the internal analyses performed by the Company, which show that as for the day of the aforesaid resolution adopted by the Management Board, the merger of the Company with PRKiI allows to achieve a better performance model of Trakcja S.A. Group in a more efficient manner ("Trakcja Group") as regards both finance and organisation. Other activities resulting in the merger of the Company with PRKiI shall take place on dates as provided for by the law. Any possible, further activities aimed at simplifying the organisational structure of the Trakcja Group may take place at a later date.
The decision on the merger and reorganisation was made in order to improve management of the Trakcja Group and to eliminate some part of the unnecessary processes, which will also allow to reduce operating costs and increase the management efficiency. The merger of the companies shall also bring some financial savings in the administration and organisation areas thanks to the reduction in the number of the management and supervisory bodies within the Trakcja Group. In the long run, the objective of the merger is to improve coordination of operating activities, unify business processes and increase transparency of the structure of the Trakcja Group.
The merger of the Company with the Acquired Company shall take place by way of transferring the entire property of the Acquired Company to the Company, i.e. merger through acquisition within the meaning of Article 492 § 1 point 1 of the Code of Commercial Companies and Partnerships ("Code of Commercial Companies and Partnerships").
The object of the activities of the Company is, among other things, modernisation of railway and tram lines, construction and modernisation of traction networks and power supply systems, construction of electric and energetic systems as well as remote control systems to control power supply devices for electric traction.
The object of the activities of PRKiI is, among other things, comprehensive construction of railway and tram lines, electric railway and tram traction networks, electric and energetic lines, viaducts, bridges and civil engineering facilities.
The merger plan along with the appendixes shall be published in the form of a current report immediately upon signing thereof by the Management Board of the Company and the Acquired Company. Due to the text of Article 515 § 1 and 516 § 6 of the Code of Commercial Companies and Partnerships, the merger shall be performed without increasing the share capital of the Acquiring Company, the Acquired Company and the Acquiring Company shall not prepare written management reports as mentioned in Article 501 § 1 of the Code of Commercial Companies and Partnerships and no written expert opinion as mentioned in 503 § 1 of the Code of Commercial Companies and Partnerships shall be made.
The merger shall be performed upon prior obtaining of all the necessary corporate consents as well as consents of the bond holders and banks.
Legal basis: Article 56 sec. 1 point 1 and point 2 of the act on public offering and conditions of financial instruments introduction into an organised trading system and on public companies and § 19 sec. 1 and 2 in connection with § 5 sec. 1 point 13 of the resolution of the Minister of Finance regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.
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