Investor relations Merger Plan

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The Management Board of Setanta SA, based in Kraków, approved and signed a Merger Plan with All in! Games Ltd., based in Kraków, on September 30, 2019.

The contents of the Merger Plan is available under the following link:

http://www.setantasa.pl/site/assets/files/1358/plan_polaczenia_set-aig_podpisany.pdf

Independent Auditor’s Report from the Inspection of the Merger Plan:

http://www.setantasa.pl/site/assets/files/1358/opinia_z_badania_planu_po_czenia_set-aig.pdf

Setanta SA, based in Kraków (31-559), ul. Grzegórzecka 67d lok. 26, entered in the National Court Register (KRS) maintained by the District Court for Kraków–Śródmieście in Kraków, XI Commercial Division of the National Court Register, entry no. 0000377322, tax identification number (NIP) 1080010299, and statistical number (REGON) 142795831, hereinafter referred to as “The Issuer” or “The Merging Company”, acting by virtue of Art. 504, Section 1 of the Act “Commercial Companies Code”, hereinafter referred to as “C.C.C.”, hereby informs at first notice the shareholders of the Issuer about the merger of Setanta SA, as the Merging Company, with All in! Games Ltd., based in Kraków (31-618), os. Złotego Wieku 89, entered in the National Court Register (KRS) maintained by the District Court for Kraków–Śródmieście in Kraków, XI Commercial Division of the National Court Register, entry no. 0000332655, tax identification number (NIP) 6793012052, and statistical number (REGON) 120961666, hereinafter referred to as “The Merged Company”. 

The Merger is done in line with the rules specified in the merger plan of September 2019, previously agreed upon by the Management Board of the Merging Company with the Management Board of the Merged Company, hereinafter referred to as “The Merger Plan”, announced on September 30, 2019, pursuant to Art. 500, Section 2.1. of the C.C.C., i.e. by publishing the Merger Plan free of charge as of September 30, 2019, on websites of the merging companies, available under the following links:

– by the Issuer on the website: http://www.setantasa.pl/pl/plan-polaczenia-all-in-games/

– by the Merged Company on the website: https://www.allingames.com/investor-relations.html

In addition, the Merger Plan was made available as an attachment to an ESPI (electronic data transfer) current report no. 17/2019 as of September 30, 2019, published by the Issuer. 

In addition, the Issuer informs that from December 23, 2019, to the date of submitting an application for registry the merger, submitted to a proper registry court after the Issuer’s General Meeting during which a resolution about the merger shall be adopted, but no sooner than January 31, 2020, the shareholders of the Merged Company can read the documents referred to in Art. 505, Section 1 of the C.C.C. on the aforementioned websites, i.e.:

1.      The Merger Plan of September 30, 2019

2.      A draft resolution of the Extraordinary General Meeting of the Issuer in the matter of the merger of the Merging Company with the Merged Company and the permission for the Merger Plan of the companies

3.      A draft resolution of the Extraordinary Shareholders’ Meeting of the Merged Company in the matter of the merger of the Merged Company with the Merging Company and the permission for the Merger Plan of the companies;

4.      Appraisal of the Merged Company’s assets as of August 1, 2019

5.      Appraisal of 100% of the Merging Company’s shares as of August 1, 2019

6.      Quantification of the Merged Company’s worth as of August 1, 2019

7.      A statement of the Merged Company’s Management Board, containing information on the financial position of the Merged Company prepared for the purposes of the merger as of August 1, 2019, using the same methods and in the same type as the last annual income statement

8.      Financial statements and statements of the Management Board regarding the activity of the merging companies, i.e. the Issuer and Merged Company, for the last three fiscal years together with opinions and reports of an expert auditor, if an opinion or a report were prepared

9.       An opinion from an expert auditor from the Inspection of the Merger Plan

Pursuant to Art. 499 of the C.C.C., in connection with the fact that the Issuer, according to the rules and regulations on a public offering and the terms and conditions of introducing financial instruments to an organized trading system as well as on publicly held corporations, as a publicly held corporation publishes and shares with shareholders semi-annual financial reports, the Merged Company is not required to prepare a statement about its financial position for the purpose of the merger, referred to in Art. 499, Section 2, Para. 4 of the C.C.C., and thus such information was not prepared and not attached to the Merger Plan.

In connection to the fact that publishing the Merger Plan in the Court and Commercial Gazette, in a manner specified in Art. 500, Section 2 of the C.C.C., is not required, in accordance with Art. 500, Section 2.1. of the C.C.C., the Issuer does not include information referred to in Art. 504, Section 2, Para. 1 of the C.C.C. in the first notice.

Merger of the Merging Company and the Merged Company shall be applied consistently pursuant to Art. 492, Section 1, Para. 1 of the C.C.C., i.e. via a takeover, which is a transfer of all assets of the Merged Company to the Merging Company in exchange for the Issuer’s new Class G shares, which shall be distributed to the shareholders of the Merged Company.

This notice is the first notice of the merger intention and is made in a manner applicable to convening annual meetings of the Issuer, i.e. in a manner specified in Art. 402.1., Section 1 of the C.C.C., via an announcement on the Issuer’s website and in a manner specified for sharing current information according to rules and regulations on a public offering and the terms and conditions of introducing financial instruments to an organized trading system as well as on publicly held corporations, i.e. via this current report.

At the same time, the Issuer’s Management Board convened an Extraordinary General Meeting of the Issuer on January 24, 2020, 12:00 PM, held in Kraków (31-572), in the DoubleTree by Hilton Hotel, ul. Dąbska 5. The Issuer’s Management Board will present the following agenda for the General Meeting:

1.      Opening the Extraordinary Shareholders’ Meeting of the Company

2.      Election of the Chairperson of the Extraordinary General Meeting of the Company

3.      Confirming the validity of the Extraordinary General Meeting of the Company and its capability to adopt binding resolutions

4.      Adoption of the agenda

5.      Presenting important elements of the Merger Plan, the opinion from an expert auditor from the inspection of the Merger Plan, and the Management Board’s report justifying the merger

6.      Adopting a resolution in the matter of the merger of Setanta SA with All in! Games Ltd., based in Kraków, agreeing on suggested changes to the Company’s statute and in the matter of dematerialization of Class G shares, and applying for introduction and admission of the Class G shares to trading on a regulated market

7.      Adopting a resolution regarding changes in adopted accounting principles by basing it on the Accounting Act

8.      Closing the General Meeting

Only shareholders of at least 16 days before the day of the Extraordinary General Meeting, i.e. the Registration Day, have the right to attend the Extraordinary General Meeting of the Company.

All shares of the Company have been dematerialized.

Shareholders who will have the Company’s shares on their securities account on the Registration Day and who will request to have a personal certificate of entitlement to attend the Extraordinary General Meeting issued from the entity holding the security account on which the shares are recorded are entitled to attend the Extraordinary General Meeting.

The request can be submitted no sooner than on the first working day after the announcement of the convening of the Extraordinary General Meeting, that is December 24, 2019, and no later than on the first day following the Registration Day, that is January 9, 2020.


The Management Board of Setanta SA based in Warsaw (“The Issuer”) informs that they made a decision to merge the Issuer with Spartan Capital SA based in Warsaw. As a result, a merger plan was agreed upon and signed on October 28, 2014.

Attachments:

Załączniki

Plan Połączenia (4.49 MB)