Cross-border merger of LPP SA with Gothals Ltd
NOTIFICATION TO SHAREHOLDERS REGARDING THE INTENDED CROSS-BORDER MERGER OF LPP SA AND GOTHALS LTD
The Management Board of LPP spółka akcyjna (“the Acquiring Company” lub “LPP”), acting pursuant to the provisions of Article 504 (1) and (2) in conjunction with Article 5161 of the Commercial Companies Code (“CCC”), hereby notifies the shareholders of LPP of the planned cross-border merger by acquisition, whereby LPP, as the Acquiring Company, shall merge with Gothals Limited (“the Acquired Company” or “Gothals”), a company incorporated and operating under the laws of Cyprus, with its registered office in Nicosia at the following address: 5 Themistocles Dervis Street, Elenion Building 2nd Floor, CY-1066 Nicosia, Cyprus, entered in the Register of Companies of the Ministry of Trade, Industry and Tourism, Department of the Register of Companies and Curator of the Ministry of Energy, Commerce, Industry and Tourism under number HE 209767, in which LPP directly holds 100% of shares in the share capital.
The cross-border merger will be carried out by way of: (i) transferring to the Acquiring Company – the sole shareholder of the Acquired Company – all the assets of the Acquired Company and (ii) dissolving the Acquired Company without liquidation, in accordance with the provisions of Article 492 (1) (1) of the CCC in conjunction with Article 5161 and Article 51615 of the CCC and Section 201Θ (γ) of the Cypriot Companies Law Chapter 113 and the provisions of Article 119 (2) (c) of Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law ( O J L 2017, No 169,p. 46).
As a consequence of the cross-border merger, the Acquiring Company shall, as of the date of the merger, assume all rights and obligations of the Acquired Company and the Acquired Company shall be dissolved without liquidation, pursuant to Article 494(1) of the CCC and Article 493(1) of the CCC in conjunction with Article 5161 of the CCC and Section 201KA (1) (α) and (γ) Chapter 113 of the Cypriot Companies Law.
Given that the Acquiring Company holds all the shares in the Acquired Company, pursuant to Art. 515(1) of the CCC in conjunction with Art. 5161 of the CCC, the cross-border merger shall take place without increasing the share capital of the Acquiring Company.
As a result of the cross-border merger, the Acquiring Company shall not change its legal form, business name or registered office.
On August 9th 2019. The Management Board of LPP and the Board of Directors of Gothals have agreed and signed a cross-border merger plan (“the Merger Plan”), which pursuant to 5164 (1) and Article 500(21) of the CCC in conjunction with Article 5161 of the CCC shall be made available to the public free of charge on the Company’s website: https://lpp.com, in the “Investor Relations” section, under “Cross-border Merger of LPP SA and Gothals Ltd”.
Pursuant to Article 5164(1) of the CCC and Article 500(2)1 of the CCC in conjunction with Art. 5161 of the CCC, the Merger Plan shall continue to be made available uninterruptedly from 9 August 2019 until the end of the Company’s Annual General Meeting during which a resolution on the merger of LPP and Gothals will be adopted.
The Management Board of LPP shall give notice of the date of the Annual General Meeting of LPP, the agenda of which will provide for the adoption of a resolution on the merger, separately, pursuant to Article 4021 and Article 4022 of the CCC.
At the same time, the Management Board of LPP informs that the following documents:
- the Merger Plan;
- financial statements and management reports on the companies’ operations for the last three financial years together with the auditor’s opinions and reports,
- reports of the Management Board of the Acquiring Company and the Board of Directors of the Acquired Company justifying the merger,
- draft resolution of the Annual General Meeting of LPP on the merger;
- determined value of the Acquired Company’s assets;
- statement of the Board of Directors of the Acquired Company on the accounting situation for the purposes of the merger
(“Merger Documents”) are available for inspection by shareholders and employees of LPP as of the date of publication of the first notification regarding the planned merger, i.e. from 9 August 2019 until the date of the resolution on the merger.
The Merger Documents are available for inspection at the registered office of LPP at ul. Łąkowa 39/44 in Gdańsk from Monday to Friday from 9.00 to 15.00.
Shareholders and employees of LPP may demand that copies of the Merger Documents be made available to them free of charge at the registered office of LPP.
Given that the Acquiring Company holds all the shares in the share capital of the Acquired Company, pursuant to Article 51615 § 1 in conjunction with Article 5166 of the CCC, the Merger Plan will not be examined by an expert appointed by the registry court. Therefore, no expert’s opinion referred to in Article 5166 of the CCC has been made available to the shareholders for inspection at the registered office of the Acquiring Company, as no such opinion will be prepared.
This notification is the first one.
NOTIFICATION TO SHAREHOLDERS REGARDING THE INTENDED CROSS-BORDER MERGER OF LPP SA AND GOTHALS LTD
The Management Board of LPP spółka akcyjna (“the Acquiring Company” or “LPP”), acting pursuant to the provisions of Article 504(1) and (2) in conjunction with Article 5161 of the Commercial Companies Code (“CCC”), hereby notifies the shareholders of LPP of the planned cross-border merger by acquisition, whereby LPP, as the Acquiring Company, shall merge with Gothals Limited (“the Acquired Company” or “Gothals”), a company incorporated and operating under the laws of Cyprus, with its registered office in Nicosia at the following address: 5 Themistocles Dervis Street, Elenion Building 2nd Floor, CY-1066 Nicosia, Cyprus, entered in the Register of Companies of the Ministry of Trade, Industry and Tourism, Department of the Register of Companies and Curator of the Ministry of Energy, Commerce, Industry and Tourism under number HE 209767, in which LPP directly holds 100% of shares in the share capital.
The cross-border merger will be carried out by way of: (i) transferring to the Acquiring Company – the sole shareholder of the Acquired Company – all the assets of the Acquired Company and (ii) dissolving the Acquired Company without liquidation, in accordance with the provisions of Article 492 (1) (1) of the CCC in conjunction with Article 5161 and Article 51615 of the CCC and Section 201Θ (γ) of the Cypriot Companies Law Chapter 113 and the provisions of Article 119 (2) (c) of Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law ( O J L 2017, No 169,p. 46).
As a consequence of the cross-border merger, the Acquiring Company shall, as of the date of the merger, assume all rights and obligations of the Acquired Company and the Acquired Company shall be dissolved without liquidation, pursuant to Article 494(1) of the CCC and Article 493(1) of the CCC in conjunction with Article 5161 of the CCC and Section 201KA (1) (α) and (γ) Chapter 113 of the Cypriot Companies Law.
Given that the Acquiring Company holds all the shares in the Acquired Company, pursuant to Art. 515(1) of the CCC in conjunction with Art. 5161 of the CCC, the cross-border merger shall take place without increasing the share capital of the Acquiring Company.
As a result of the cross-border merger, the Acquiring Company shall not change its legal form, business name or registered office.
On August 9th 2019. The Management Board of LPP and the Board of Directors of Gothals have agreed and signed a cross-border merger plan (“the Merger Plan”), which pursuant to 5164 (1) and Article 500 (21) of the CCC in conjunction with Article 5161 of the CCC shall be made available to the public free of charge on the Company’s website: https://lpp.com, in the “Investor Relations” section, under “Cross-border Merger of LPP SA and Gothals Ltd”.
Pursuant to Article 5164 (1) of the CCC and Article 500(2)1 of the CCC in conjunction with Art. 5161 of the CCC, the Merger Plan shall continue to be made available uninterruptedly from 9 August 2019 until the end of the Company’s Annual General Meeting during which a resolution on the merger of LPP and Gothals will be adopted.
The Management Board of LPP shall give notice of the date of the Annual General Meeting of LPP, the agenda of which will provide for the adoption of a resolution on the merger, separately, pursuant to Article 4021 and Article 4022 of the CCC.
At the same time, the Management Board of LPP informs that the following documents:
- the Merger Plan;
- financial statements and management reports on the companies’ operations for the last three financial years together with the auditor’s opinions and reports,
- reports of the Management Board of the Acquiring Company and the Board of Directors of the Acquired Company justifying the merger,
- draft resolution of the Annual General Meeting of LPP on the merger;
- determined value of the Acquired Company’s assets;
- statement of the Board of Directors of the Acquired Company on the accounting situation for the purposes of the merger
(“Merger Documents”) are available for inspection by shareholders and employees of LPP as of the date of publication of the first notification regarding the planned merger, i.e. from 9 August 2019 until the date of the resolution on the merger.
The Merger Documents are available for inspection at the registered office of LPP at ul. Łąkowa 39/44 in Gdańsk from Monday to Friday from 9.00 to 15.00.
Shareholders and employees of LPP may demand that copies of the Merger Documents be made available to them free of charge at the registered office of LPP.
Given that the Acquiring Company holds all the shares in the share capital of the Acquired Company, pursuant to Article 51615 § 1 in conjunction with Article 5166 of the CCC, the Merger Plan will not be examined by an expert appointed by the registry court. Therefore, no expert’s opinion referred to in Article 5166 of the CCC has been made available to the shareholders for inspection at the registered office of the Acquiring Company, as no such opinion will be prepared.
This notification is the second one.
Gdańsk, 30 August 2019