Current report number: 21/2017
Data: 30 May 2017
The Management Board of OEX S.A. with registered office in Warsaw (the ‘Company’) hereby informs whom it may concern that on 30 May 2017 its subsidiaries, i.e. Cursor S.A. with registered office in Warsaw (‘Cursor’ or the ‘Divided Company’) and E-Logistics sp. z o.o. with registered office in Warsaw (‘E-Logistics’ or the ‘Acquiring Company’) agreed and signed a plan of division of Cursor, which had been prepared in accordance with the provisions of the Code of Commercial Companies.
In accordance with the provisions of above-mentioned plan, the said division will take place as per the procedure laid down in Art. 529 §1 (4) of the Code of Commercial Companies (partial division, hereinafter referred to as the ‘Division’), with the application of a simplified procedure as stipulated in Art. 5381 of the Code of Commercial Companies.
In result of the Division, E-Logistics will take over a part of Cursor’s assets, constituting an organised part of the business of the Divided Company within the understanding of Art. 551 of the Civil Code (separate in organisational, financial and functional terms) and comprising the following objects of business:
-hereinafter referred to as: the ‘Logistical Activities’.
In relation with the Division, the share capital of E-Logistics will be increased from PLN 10,000 (say: ten thousand Polish zlotys) to PLN 1,700,000 (say: one million seven hundred thousand Polish zlotys), i.e. by PLN 1,690,000, by creation of 33,800 shares of the nominal value of PLN 50 each, which will be subscribed in whole by the Company.
The Division of Cursor will take place on the date of entry into the Register of Companies of the National Court Register of the increase of the share capital in E-Logistics (‘Partial Division Date’). The Acquiring Company will take over all the rights and obligations related to the Logistical Activities’ on the Partial Division Date.
The final decision on the Division will be taken, respectively, by: the General Meeting of Shareholders of Cursor and the General Meeting of Shareholders of E-Logistics.
The division is aimed at the adjustment of the organizational structure of the OEX Group to the operational segments and is related to the intensive development of business in the Sale Support and E-Business segment (in the part concerning Logistical Activities), which is currently pursued in whole by Cursor.
In result of the Division, the Logistical Activities will be carried out in a separate entity being a member of the OEX Group, whose 100% of shares will be held by OEX S.A. This solution will contribute to ensuring an optimal management structure in the E-business segment and will facilitate communication with the market, brand building and marketing activities related to the Logistical Activities.
The Division process will not influence the consolidated data of the OEX Group.
Legal basis: Art. 17 (1) of the MAR Regulation – confidential information.
Jerzy Motz – President of the Management Board