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46-2016 Position of the Management Board regarding the planned merger

Current report 46/2016
Orange Polska S.A. – Warsaw, Poland
19 July 2016

Pursuant to Art. 19, par. 3 of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and the terms governing recognition of information required by the laws of a non-member state as equivalent information (Journal of Laws of 2014, item 133), the Management Board of Orange Polska S.A. hereby presents its position on the planned merger.

Position of the Management Board regarding the merger of Orange Polska S.A. with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.
The Management Board of Orange Polska S.A. (“OPL” or the “Company”), acting pursuant to Article 19 par. 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognizing information required by the law of a non-member state as equivalent information, hereby presents its position on the planned merger of the Company with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o.

The Management Board of the Company positively assesses the planned merger of OPL with Orange Customer Service sp. z o.o. and TP Invest sp. z o.o. In the opinion of the Management Board, the planned merger will lead to: (i) simplification of the Orange Polska Group management through increase of operational efficiency as well as integration and simplification of processes in the merged companies, and (ii) unification of work conditions for employees of the merged companies.
Orange Customer Service sp. z o.o. and TP Invest sp. z o.o. are subsidiaries of OPL in which OPL holds all the shares.

The planned merger of OPL, Orange Customer Service sp. z o.o. and TP Invest sp. z o.o. will be effected under the procedure of Article 492 par. 1 pt. 1 of the Commercial Companies Code of 15 September 2000 (the “CCC”), i.e. by transferring all the assets of Orange Customer Service sp. z o.o. and TP Invest sp. z o.o. to the Company. Because OPL holds 100 per cent of the shares in the share capital of Orange Customer Service sp. z o.o. and TP Invest sp. z o.o., the planned merger will be conducted:

(i) without the share capital of OPL being increased (Article 515 par. 1 of the CCC), and
(ii) in a simplified manner (Article 516 par. 1 in connection with Article 516 par. 6 of the CCC).

The merger is being conducted in accordance with the merger conditions specified in the merger plan of OPL, Orange Customer Service sp. z o.o. and TP Invest sp. z o.o. of 24 May 2016, which was published in the National Court and Commercial Journal (Monitor Sądowy i Gospodarczy) No. 104 on 1 June 2016 (the “Merger Plan”).

The Merger Plan contains the information required in accordance with Article 499 par. 1 pt. 1 and pt. 5-6 of the CCC. Pursuant to Article 516 par. 6 of the CCC, the information referred to in Article 499 par. 1 pt. 2-4 of the CCC has been omitted (i.e. the exchange ratio of shares; rules on assigning shares in the acquiring company and the day from which the merger shares entitle to participate in the profit of the acquiring company), no written report of the Management Board justifying the merger has been prepared, as referred to in Article 501 of the CCC, the Merger Plan has not been submitted to examination by an expert, and neither has the report referred to in Article 503 of the CCC been prepared. Pursuant to Article 499 par. 4 of the CCC the Company has, moreover, not prepared the information about the state of accounts as referred to in Article 499 par. 2 pt. 4 of the CCC, because the Company publishes and makes available half-yearly financial statements to its shareholders.

The Management Board of OPL positively assesses the influence of the planned merger on the Company’s operations and maintains its position that a merger on the terms and conditions specified in the Merger Plan lies in OPL’s and its shareholders’ interests. In connection with the above, the Management Board of OPL continues to maintain its request that the Extraordinary General Meeting of OPL should adopt a resolution in accordance with the draft resolution, constituting Appendix No. 1 to the Merger Plan.
The agenda of the Extraordinary General Meeting of OPL convened for 21 July 2016 was made public in Current Report No. 39/2016 of 21 June 2016.

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