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Plan for the transfer of the registered office of the Company
Plan for the transfer of the registered office of the Company
The Management Board of INVESTMENT FRIENDS CAPITAL SE with its seat in Płock informs that on November 30, 2018. the Commercial Companies Register _Ariregister_, competent for the law of Estonia, registered the transfer of the Issuer's registered office to Estonia in accordance with the provisions of the Transfer Plan of 19/03/2018. published in the current report No. 16/2018 of 19/03/2017. and Resolutions of the Ordinary General Meeting of 30/05/2018. published in the current report No. 31/2018 of 30/05/2018. and Resolutions of the Extraordinary General Meeting of November 19, 2018. published in the current report No. 66/2018 of November 16, 2018.
In view of the above, the Issuer informs that the current seat of the Company is Tallinn, Estonia. The registered office address of the Company is: Narva mnt 5, 10117, Tallinn, Estonia. The website address and e-mail address remain unchanged: e-mail: biuro@ifcapital.pl, http://ifcapital.pl/ In view of the above, the Issuer also informs that the address for deliveries of the Company is the address of its registered office, ie Narva mnt 5, 10117, Tallinn, Estonia.
At the same time, along with the registration of the change in the statutory seat of the Company, the relevant Estonian law register registered the changes to the Articles of Association.
Attached to this report, the Issuer provides the current wording of the Company's Articles of Association.
Moreover, the Issuer informs that it has submitted to the Management Board of GPW S.A. a request for an immediate suspension of trading in the Company's shares at least until December 7, 2018. in order to carry out the necessary registration procedures to change the ISIN code of the company's shares registered with the National Depository for Securities.
Attachments:
- The statute
Report 69/2018
The Management Board of Investment Friends Capital SE in Płock informs that in connection with the ongoing procedure of transferring the registered office of the Company and in reference to the resolutions adopted by the Extraordinary General Meeting of the Company on November 19, 2018. hereby informs that on November 23, 2018, the Issuer's Representative submitted the relevant documentation to the Notary's Office in Tallinn, in order to register the Company in the appropriate Estonian law register _Ariregister_, and thus to register the amendment to the Articles of Association and the registered office of the Company. Bearing in mind the complexity of the registration procedure, upon verification of the correctness of the registration application in question, the Issuer will apply to the Warsaw Stock Exchange with a request to suspend the Issuer's listing for a period of 3 to 5 trading days, necessary to change the ISIN code of the Issuer's shares.
Report 67/2018
The Management Board of Investment Friends Capital SE with its registered office in Płock with reference to the current report No. 16/2018 of March 19, 2018. on the Plan to transfer the registered office of the Company to Estonia, with reference to the Resolutions of the Ordinary General Meeting of the Company of 30/05/2018. published in the current report No. 31/2018 of 30/05/2018. and with reference to the current report No. 52/2018 of August 30, 2018. on the receipt by the Company of a certificate confirming the completion of acts and legal actions that must be completed before the transfer of the registered office to another country of the European Union, hereby informs that on 03/10/2018. NASDAQ CSD, the institution responsible for the depository for securities in Estonia, registered the Company's shares in the depository system and assigned ISIN EE3100143041 to the Company's shares. The Issuer informs that the effectiveness of registration of the Issuer's shares in the securities depository maintained by NASDAQ CSD depends on the registration of the transfer of the company's seat in the appropriate Estonian entrepreneurs register _Ariregister_. The Issuer will inform about the registration of the Company in the appropriate register of Estonian entrepreneurs _Ariregister_ and at the same time about the transfer of the registered office of the Company to Estonia in an appropriate current report along with the registration.
Report 59/2018
The Management Board of Investment Friends Capital SE with its registered office in Płock with reference to the current report No. 16/2018 of March 19, 2018. on the Plan to transfer the registered office of the Company to Estonia and with reference to the Resolutions of the Ordinary General Meeting of the Company of 30/05/2018. published in the current report No. 31/2018 of 30/05/2018. hereby informs that on August 30, 2018 The Management Board of the Company received the Order of the District Court for the Capital City of Warsaw in Warsaw of August 24, 2018. issued at the Issuer's request constituting a certificate pursuant to Art. 8 sec. 8 of the Council Regulation _WE_ 2157/2001 of October 8, 2001 on the Statute of the European Company _SE_ _ Journal of the European Union No. 294, page 1_ confirming the completion of legal acts and activities that must be completed before the transfer of the registered office to another EU country European.
The Issuer informs that the issuance of the certificate by the Polish Court enables the Company to undertake registration procedures in Estonia in order to enter the company into the Estonian Commercial Companies Register _Ariregister_. With the registration of the Company by the Estonian equivalent of the National Court Register _Ariregister_, the registered office of the Company will be moved to Estonia. In view of the above, the Issuer informs that it will soon submit an application for registration of the Company in Estonia. The Issuer also informs that, in accordance with the schedule of transferring the registered office of the Company constituting an attachment to the Transfer Plan, submitting an application for the registration of the Company in the Estonian Commercial Companies Register is the last step necessary to transfer the registered office of the Company to Estonia.
Report 52/2018
The Management Board of INVESTMENT FRIENDS CAPITAL SE in Płock in reference to the current report No. 15/2018 of March 16, 2018. hereby publishes the Plan to Relocate the registered office of the Company to Estonia. Detailed information on the procedure of transferring the registered office of the Company is included in the Transfer Plan, which contains information on the consequences of the change of the registered office of the Company for the shareholders and creditors of the Company, an indicative schedule and the proposed wording of the Articles of Association adjusted to Estonian law. In addition, attached to this report, the Management Board of the Company, to the best of its knowledge and based on the shareholder's request, presents a Management Report explaining and justifying the legal and economic aspects of the transfer and explaining the consequences of the transfer for shareholders, creditors and employees referred to in Art. 8 sec. 3 of Council Regulation _WE_ No. 2157/2001 on the Statute of the European Company _SE_ of October 8, 2001. _ Journal of the EU.L. No. 294, page 1_. The Issuer's Management Board informs that, to the best knowledge of the Management Board, the procedure of changing the seat of the Company will not affect the listing of the Issuer's shares on the Stock Exchange S.A. in Warsaw.
Attachments:
- Plan_Przeniesienia_Siedziby_SE
- Sprawozdanie_Zarzadu_Przeniesienie_Siedziby_SE
Report 16/2018
The Management Board of INVESTMENT FRIENDS CAPITAL SE in Płock informs that on March 16, 2018. the Company received an application from a shareholder of PATRO INVEST Sp. z o.o. based in Płock, submitted pursuant to art. 55 Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company joke. 400 § 1 of the Code of Commercial Companies and Partnerships containing a request to convene a General Meeting and include the following agenda items on the agenda of that General Meeting:
- Adoption of a resolution to transfer the registered office of the Company to Estonia, to adapt it to Estonian law, to authorize the Management Board of the Company, - Adoption of a resolution to amend the Company's Articles of Association, The shareholder in the application of March 16, 2018. provided the justification for the request and submitted a proposal for a new wording of the Articles of Association after the transfer of the registered office of the Company to Estonia. Attached to this report, the Issuer's Management Board provides the information received on March 16, 2018. a shareholder's request with justification and the proposed content of the Company's Articles of Association, the wording of which is to be the subject of resolutions of the General Meeting convened following the shareholder's request.
The Management Board of INVESTMENT FRIENDS CAPITAL SE informs that, taking into account the shareholder's request and based on the applicable legal regulations, it intends to take the necessary steps to carry out the necessary preceding steps that will enable the shareholders to adopt a resolution on the transfer of the registered office of the Company resulting from the content of Art. 8 of Council Regulation _WE_ No. 2157/2001 of October 8, 2001 on the Statute of a European Company _SE_ _ Journal of Laws UE.L No. 294, page 1_ and other relevant legal provisions, and the Management Board informs that on the basis of applicable regulations legal entities intends to take steps to convene the General Meeting, the agenda of which will include matters covered by the Shareholder's request of March 16, 2018.
The Issuer's Management Board will provide all necessary information regarding the implementation of the procedure preceding the adoption of resolutions on the transfer of the Company's registered office by way of separate current reports and on the Issuer's website.
Attachments:
- Share_of_claim_wraz_z_projektem_Statute
Report 15/2018