Current report number: 18/2022
Date: 28th July 2022
Legal basis: Art. 17 section 1 of MAR – inside information
Subject: Intent to transform CI Games S.A. into a European Company (SE)
The Management Board of CI Games S.A. with its registered office in Warsaw (the “Company”) informs about the adoption on 28th 2022 of the intention to transform the Company into a European company (“SE”; the “Converted Company”). The conversion into an SE is aimed at facilitating access to a wider and more diversified investor base as well as Company’s operation in the conditions of listing of the Company’s shares on two markets, i.e.: on the regulated market operated by the Warsaw Stock Exchange and on the market operated by the London Stock Exchange (LSE) in the case of the dual listing (the “Conversion”). The Company informed about the potential intention to carry out the dual listing process in the current report No. 6/2022 of March 2, 2022.
The Management Board of the Company aims to proceed the Conversion pursuant to Articles 2(4) and (37) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (OJ L No. 294, p. 1, as amended). This process will take place through the Conversion of the Company, as a company that has had a subsidiary for over two years, subject to the law of another Member State of the European Union, i.e. CI Games Mediterranean Projects SL with its registered office in Barcelona, into a SE.
The Conversion in the said mode seeks to amend the Company’s legal structure in order to better position it for operating across multiple jurisdictions.
The Conversion will not change the Company’s strategy, relationships with third parties or change the ownership structure of the Company’s shares. In connection with the Conversion, no new shares of the Company will be issued or acquired. On the date of registration of the Conversion in the Register of Entrepreneurs of the National Court Register by the Company’s registry court, the existing shareholders of the Company will automatically become shareholders of the Converted Company.
In further current reports, the Company will provide the full content of the shareholders notification on the Conversion, required in accordance with Commercial Companies Code, and will inform about convening a general meeting to which the Draft Terms of Conversion, draft Statutes of the Converted Company together with draft resolutions regarding the planned Conversion of the Company shall be submitted.
The Management Board of the Company also informs that the information required by law regarding the planned Conversion, including the raft terms of Conversion and other documents published by the Company in connection with the Conversion, will be posted and available on the Company’s website, in a separate place, at the address www.cigames.com.
Legal basis: Article 17 Section 1 in connection with article 7 Section 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse (MAR).
Disclaimer: This English language translation may contain certain discrepancies. In case of any differences between the Polish and the English versions, the Polish version shall prevail.
Marek Tymiński, President of the Management Board