Current report No. 15/2011 dated 25 August 2011: The reorganization of the Cinema City group in Poland
The management board of Cinema City International N.V. (“Company”) hereby announces that on 25 August 2011 the Company altered the legal structure of the Cinema City group in Poland. The changes constitute the first stage of a reorganization of the structure and legal form of the companies from the Cinema City group that operate in Poland (the “Reorganization”). The Reorganization is scheduled to be completed by the end of the third quarter of 2011.
During the first stage of the Reorganization, on 25 August 2011, shares in the following Polish operational companies from the Cinema City group, i.e. the limited liability companies Cinema City Poland Sp. z o.o., I.T. Poland Development 2003 Sp. z o.o., Forum Film Poland Sp. z o.o., New Age Media Sp. z o.o. and All Job Poland Sp. z o.o., (the “Operational Companies”) were contributed to the FORUM 40 Fundusz Inwestycyjny Zamknięty fund managed by FORUM Towarzystwo Funduszy Inwestycyjnych S.A., with its registered seat in Kraków (the “Fund”) in exchange for investment certificates. Shares in the Operational Companies were contributed to the Fund via the Company’s wholly-owned subsidiary Seracus Ltd, a company duly organized and existing under Cypriot law (the “Subsidiary”), having been previously contributed by the Company to the Subsidiary. The sole members of the Fund are: the Company, which holds 1 (one) investment certificate; and the Subsidiary, which holds all the remaining investment certificates.
It is envisaged that during the second and final stage of the Reorganization the Operational Companies will be transformed into joint-stock partnerships (legal form abbreviated as S.K.A.) on the basis of the transformation plans adopted by the Operational Companies and based on resolutions of the meetings of the shareholders of the Operational Companies convened for the beginning of September 2011. After the transformation the Fund will remain a majority shareholder in the Operational Companies, with one share in each Operational Company being held by the general partner. The sole general partner of all the Operational Companies authorized to represent the Operational Companies and manage their affairs will be CC Sp. z o.o. The Company has 100% of the shares in the share capital and 100% of the votes at the meeting of shareholders of CC Sp. z o.o.
Below is a simplified organizational chart depicting the final legal and organizational structure of the Cinema City group in Poland, as described in this report.
After the completion of the Reorganization process described in this report the Company will continue to exercise full control over the activities of the Operational Companies in Poland and will retain the same scope of rights to participate in the profits of the Operational Companies in Poland. The Operational Companies’ activities will continue to be fully consolidated with the activities of other members of the Cinema City group in the financial statements of the Company’s capital group. In the opinion of the Company’s management board, the Reorganization will bring organizational benefits and will enable the tax optimization of the process of managing the Operational Companies.
Legal grounds: Article 5:53 and subsequent of the Dutch Act of 28 September 2006 on rules regarding the financial markets and their supervision (Act on Financial Supervision – Wft.) in conjunction with Article 56.1.1 and article 56.6 of the Polish Act on Public Offerings, Conditions governing the Introduction of Financial Instruments to Organized Trading and on Public Companies of 29 July 2005.
Signatures of the individuals authorized to represent the Company:
Nissim Nisan Cohen - proxy