Adoption of Resolution on Merger of Issuer’s Subsidiaries
Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information
The Management Board of LC Corp SA (the Issuer), hereby reports that on January 21st 2011, pursuant to Art. 506.1 of the Polish Code of Commercial Partnerships and Companies, the Issuer's subsidiary companies held their General Meetings, during which resolutions were adopted to merge Warszawa Rezydencja Kaliska Sp. z o.o. as the Merging Company with Warszawa Przy Promenadzie Sp. z o.o. as the Merged Company.
The merger will be carried out by transferring the Merged Company's assets into the Merging Company, in return for the shares which the Merging Company will issue to the Issuer as the sole shareholder of the Merged Company (Art. 492.1.1 of the Polish Code of Commercial Partnerships and Companies).
As a result of the merger of those companies, the share capital of the Merging Company will be increased by PLN 1,500,000 (one million five hundred thousand PLN) i.e. totalling PLN 6,000,000 (six million PLN), through issuing 15,000 (fifteen thousand) shares of PLN 100 (one hundred PLN) par value each.
As a result of the merger and following its registration by the Court of Registration, and in return for 15,000 (fifteen thousand) shares of PLN 100 (one hundred PLN) par value each in the Merged Company, the Issuer will receive 15,000 (fifteen thousand) shares of PLN 100 (one hundred PLN) par value each in the Merging Company. Following the merger, the Issuer will still hold 100% shares in the share capital of the Merging Company.
The merger underway is part of the strategy adopted by the Issuer's Management Board involving reduction in the number of companies operating within the Capital Group, and grouping them in line with their territorial areas of operation. The merger plan does not provide for any particular benefits for any individuals. The Issuer is the sole shareholder of both the Merging Company and the Merged Company.
Legal basis: Art. 56.1.1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Journal of Laws – Dz. U. of 2009, No. 185 Item 1439).
