Current report no: 1/2011
Date: 03.01.2011
Registration of the merger of Energomontaż-Południe S.A. with its subsidiary Centrum Kapitałowe-Modus Sp. z o.o.
Acting on the basis of Article 5 par. 1 pt. 14 of the Regulation of the Minister of Finance on current and periodic information [...] of 19 February 2009, the Management Board of Energomontaż-Południe S.A. (the Issuer, the Company) announces that, on 3 January 2011, the Company received a copy of the decision of 31 December 2010 issued by the District Court for Katowice-Wschód in Katowice, Division VIII Commercial of the National Court Register, on the registration of the merger of Energomontaż-Południe S.A. with its subsidiary Centrum Kapitałowe-Modus Sp. z o.o. (CK-Modus) in the Commercial Register. The merger was carried out pursuant to Article 492 par. 1 pt. 1 of the Commercial Companies Code through a transfer of the assets of CK-Modus as the target company to the Issuer as the acquiring company (merger by way of a takeover). The merger was effected in compliance with Article 515 of the Commercial Companies Code, without an increase in the share capital of the Issuer.
The target company, CK-Modus, was established as a special purpose vehicle and was a 100% subsidiary of the Issuer. The basic business purpose of CK-Modus was general construction works in connection with erecting buildings. The establishment of CK-Modus for the purpose of implementing developer investments was aimed at assuring reporting transparency and facilitating access to external financing (as an SPV). The entity was mainly engaged in developer operations in connection with the investment named The Książęce Estate in Katowice.
The acquiring company, the Issuer, has been operating on the Polish and international power and industrial construction markets for over 58 years. Its core business is providing services involving construction and assembly production, general contracting for investments, and assembling, upgrading and refurbishing power production and industrial equipment and installations. Energomontaż-Południe S.A. in Katowice was established by a notarial deed on 7 March 1992. The Company's registered office is in Katowice. The Company is entered in the National Court Register kept by the District Court for Katowice-Wschód in Katowice, Division VIII Commercial of the National Court Register under the number KRS 0000080906. It holds business identification number (REGON) 270649263 and tax identification number (NIP) 634-013-54-81. Its share capital is PLN 70,972,001, divided into 70,972,001 ordinary bearer shares of a par value of PLN 1 each.
Its intention to merge with CK-Modus and subsequent stages of the merger process were disclosed respectively in current report No. 43/2010 of 28 October 2010 and subsequent reports.
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
Radosław Kamiński - President of the Management Board
Jacek Fydrych - Member of the Management Board
 
Legal grounds: Article 56 par. 1 pt. 2 of the Act on Public Offerings - current and periodic information
 
Attachments:
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