Legal basis: Art. 70 pt. 1 of Ustawa o ofercie (the Act on Public Offering) Art. 17 sec. 1 of the MAR - confidential information
Subject: Merger of the Issuer with a subsidiary
VRG S.A. joint stock company with its registered office in Cracow ("the Issuer") hereby announces that on 2 July, 2019 it received information on the entry, on 1 July, 2019 by the District Court for Cracow - Śródmieście in Cracow, XI Economic Department - National Court Register in the register of entrepreneurs of the National Court Register, on the Issuer's merger ("the Acquiring Company") with the subsidiary BTM 2 Spółka z ograniczoną odpowiedzialnością (BTM 2 limited liability company) with its registered office in Cracow, entered in the KRS (National Court Register) register of entrepreneurs under KRS number 0000605215 ("the Acquired Company"), which previously became a part of the Issuer's capital group as a result of the merger of BYTOM S.A. company with the Issuer.
Pursuant to Art. 493 § 2 of KSH (Code of Commercial Companies), the merger is effected as of the date of registration of the merger in the register appropriate for the seat of the Acquiring Company, i.e. on 1 July, 2019. This entry shall result in the deletion from the register of the Acquired Company, i.e. BTM 2 Sp. z o. o.
Pursuant to Art. 494 of KSH, the Issuer is the legal successor of BTM 2 Sp. z o. o., i.e. on the merger date it assumed all the rights and obligations of BTM 2 Sp. z o. o. as the Acquired Company.
The merger was effected pursuant to Art. 492 § 1 pt 1 of KSH by transferring all assets of the Acquired Company to the Acquiring Company. Due to the fact that the Issuer as the Acquiring Company was the sole shareholder of the Acquired Company and held 100% of the shares in the share capital of the Acquired Company, the merger took place under a simplified procedure and, pursuant to Art. 515 § 1 of KSH, the merger was carried out without increasing the share capital of the Issuer as the Acquiring Company or taking up any shares in the share capital of the Acquiring Company by the shareholders of the Acquired Company.
Due to the lack of increase of the Issuer's share capital and the fact that the merger does not cause any new circumstances requiring disclosure in the Issuer's Articles of Association, no amendments to the Issuer's Articles of Association were made in connection with the merger.