Tytuł
Notice to shareholders on the intention to merge P.R.I. "POL-AQUA" S.A. (joint stock company) with its subsidiary PA ENERGOBUDOWA Sp. z o. o. (Ltd.)
Report No:20/2011
Date:2011/05/20
Legal basis:Other regulations
Signatures:Piotr Chełkowski, Chairman of the Management Board of P.R.I. “POL-AQUA” S.A.
Marek Sobiecki, Second Vice-chairman of the Management Board of P.R.I. “POL-AQUA” S.A.
Content:

Management Board of Przedsiębiorstwo Robót Inżynieryjnych "POL-AQUA" S.A. with its registered office in Piaseczno (hereinafter the "Company") and the Management Board of PA ENERGOBUDOWA Sp. z o. o., acting under section 504 (1) and (2) of the Commercial Companies Code (hereinafter "CCC") for the first time announces the intention to merge P.R.I. "POL-AQUA" S.A. with PA ENERGOBUDOWA Sp. z o. o.
1. Merger of P.R.I. "POL-AQUA" S.A. and PA ENERGOBUDOWA Sp. z o. o. shall take place by transferring all assets of PA ENERGOBUDOWA Sp. z o. o. (Acquired Company) on P.R.I. "POL-AQUA" SA (Acquiring Company) - merger by acquisition pursuant to CCC section 492 (1) (1) in conjunction with section 516 (6).
Due to the fact that the Acquiring Company owns all 243,520 shares in the Acquired Company, merger of companies by acquisition shall be conducted on the basis of CCC section 516 (6) therefore:
- under CCC section 516 (5) in conjunction with 503 examination of merger plan by the expert and its opinion is not required,
- under CCC section 516 in conjunction with section 501 pursuant to section 516 (5) preparation of management report of each of the merging companies, justifying the merger, its legal basis and economic rationale and the exchange ratio of shares is not required,
- merger of the companies shall take place without an increase in the share capital of the Acquiring company in accordance with CCC section 515 (1).
Due to the fact that the Acquiring Company is a public company pursuant to CCC section 516 (1) it shall be necessary, according to CCC section 506, to adopt a resolution on a merger by the General Assembly of the Acquiring Company.

2. The plan of merger between P.R.I. "POL-AUQA" SA and PA ENERGOBUDOWA Sp. z o. o. was announced in the Court and Economic Monitor No. 97/2011 of 20th May 2011 (item 6272), and information about the decision on intention to merge P.R.I. "POL-AQUA" S.A. with its subsidiary was published in the current report no 18/2011 of 19th May 2011.
3. Within one month from 20th May 2011, shareholders may, in the registered office of the Company at ul. Dworska 1 in Piaseczno, familiarize themselves with documents defined in CCC section 505 (1) in conjunction CCC section 616 (1) attached hereto, i.e.:
- The plan of merger between P.R.I. "POL-AQUA" S.A. and PA ENERGOBUDOWA Sp. z o. o.
- Draft resolution of the AGM of the Acquired Company on the merger of Companies,
- Draft resolution of the GM of the Acquiring Company on the merger of Companies,
- Representation of the Management Board of the Acquired Company, containing information on the books of the Acquired Company for the purposes of the merger,
- Representation of the Management Board of the Acquiring Company, containing information on the books of the Acquired Company for the purposes of the merger,
- Representation of the Management Board of the Acquired Company on determining the value of the assets of the Acquired Company.

The date of the General Assembly, agenda of which shall contain adoption of resolution on merger shall be notified by the Company in a separate current report.

Attachments:
 
POLAQUA Mostostal Wyroby betonowe TECO