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36/2015 Claim for damages against shareholders for losses due to lack of implementation of the share capital increase


 

 


The Management Board of Gremi Media S.A. (The "Company") - in reference to the current report no. 32/2015 dated October 1, 2015 - hereby announces that on October 15, 2015 the Company filed in the District Court in Warsaw lawsuit against shareholders - Piotr Szczęsny and Radoslaw Kędzior (collectively, the "Defendants") for the payment of PLN 322,394.00 as compensation for loss of property incurred in connection with the illegal actions of the Defendants that led to the inability to implement the resolution of the Annual General Meeting of the Company dated July 6, 2015 no. 30 on deprivation of the shareholders of pre-emptive rights on shares of series H and I, as well as resolution no. 31 on increasing the share capital through the issue of shares of series H and I and amendment of the Articles of Association of the Company (collectively, the "Resolutions").

The Defendants' mentioned actions had the character of corporate blackmail, and as such constituted an abuse of law. The purpose of the Defendants' specific legal actions against the Resolutions was to block implementation of the Resolutions and to use this fact as a means to meet their own financial interests ? which, in relation to one of the Defendants, was confirmed by the District Court in Warsaw, XX Commercial Department, in its order of September 24, 2015, of which the Company informed through the current report no. 30/2015 dated September 30, 2015. As a result of the Defendants the investor, who was to acquire the newly issued shares of Series H and I, withdrew from the implementation of the project of developing a strong media group around the Company, and the Company lost the opportunity to carry out the increase of its share capital as set out in Resolutions and the permanent acquisition of assets in the form of shares in Presspublica sp. z o.o.

Currently claimed amount of damages in the amount of PLN 322,394.00 is the equivalent of expenses incurred by the Company in connection with the preparation and execution of all activities needed to carry out the share capital increase in accordance with the Resolutions, the issuance of new shares of series H and I, as well as the admission of such securities to trading on a regulated market. However, if the Extraordinary General Meeting convened on October 22, 2015 will adopt a resolution to repeal Resolutions (which was entered into the agenda of the above General Meeting of the Company and described in the current report no. 33/2015 dated October 1, 2015), as a result of which the Company will be obligated to reimburse acquired on July 6, 2015, as a contribution, shares in Presspublica sp. z o.o. (as announced in the current report no. 20/2015 of July 7, 2015), then the Company will consider filing potential additional claim for damages against the Defendants in the amount corresponding to the value of lost shares in Presspublica sp. z o.o. i.e. the amount of PLN 200,222,332.20. At the time of further decisions on claims for damages against the Company's shareholders - Piotr Szczęsny and Radosław Kędzior the Company will publish appropriate information in due course.

 

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