85/2013 - Information on the adoption of the merger plan
With reference to current report no. 81/2013 of 18 October 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 26 October 2013 the merger plan was signed with respect to the merger of 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 decision on the merger and reorganisation was made in order to improve management in the Trakcja S.A. group of companies. ("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 Company and PRKiI 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.
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.
The merger plan along with the documents as mentioned in Article 499 § 2 of the Code of Commercial Companies and Partnerships constitute appendix no. 1 to this current report.
Detailed legal basis: § 5 sec. 1 point 13 in connection with §19 sec. 2 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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