The Management Board of Stalexport Autostrady S.A. located in Mysłowice (hereinafter referred to as: Company or Acquiring Company) announces that on 2 June 2014 received a decision of Katowice-Wschód District Court in Katowice dated 30 May 2014 on a registration of merger of Company with Stalexport Autostrada Dolnośląska S.A. located in Katowice (hereinafter referred to as: Acquired Company).
Stalexport Autostrada Dolnośląska S.A. was a special purpose vehicle established by Stalexport Autostrady S.A (with its 100% share in the share capital) in order to participate in tenders for construction, maintenance and exploitation of motorway infrastructure. As for activities of Stalexport Autostrady and other entities of the Capital Group they are mainly focused on motorway activities including:
Moreover as Stalexport Autostrady S.A. is a co-owner of office building in the center of Katowice, the Company also runs a business connected with renting of office space and car park.
The merger took place in accordance with Art. 492 § 1 point 1) of the Polish Code of Commercial Companies (hereinafter referred to as: CCC), i.e. by transferring the Acquired Company’s property to the Acquiring Company. Given the fact that the Acquiring Company held 100% of shares in the share capital of Acquired Company, the merger was held in accordance with Art. 515 § 1 of CCC without increasing the share capital of the Acquiring Company. Pursuant to Art. 516 § 6 of CCC, the merger took place in so-called simplified procedure without subjecting the merger plan to be audited.
Specific legal basis of the Report: §5, section 1, point 14 of the Regulation of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2009 No. 33, item. 259, as amended).