| |
MESSAGE _ENGLISH VERSION_
|
|
| |
The Management Board of MBF Group S.A., with its registered office in
Warsaw _"the Issuer", "the Company"_, announces that on 14 April 2026 a
strategic agreement was concluded with Shark Aviation, with its
registered office in Konya _Republic of Turkey_ _"the Partner"_ -
"Strategic cooperation and investment intent agreement" _"Agreement"_.
The conclusion of this Agreement represents a key development in the
cooperation between the Issuer and the Partner, as previously announced
by the Company in current reports ESPI No. 6/2026 dated 18 February 2026
and ESPI No. 7/2026 dated 20 February 2026, concerning, respectively,
the establishment of commercial cooperation and the conclusion of a
reservation and right of first refusal _ROFR_ agreement regarding the
IRYDA Plus system.
Shark Aviation Danismanlik Sanayi ve Ticaret Ltd. Sti. is a company
operating in the aerospace and defence technology sector, specialising
in the design, development and production of unmanned aerial vehicles
_UAVs_ and dual-use solutions. The company has experience in carrying
out projects for the defence sector, including cooperation with entities
linked to the armed forces and the defence industry in Turkey, which
enables the development of technology based on real-world operational
data and operating conditions. The Partner's expertise encompasses both
the development of new designs and the integration of systems, as well
as the development of products tailored to the requirements of the
modern battlefield and specialist applications. As a result, Shark
Aviation represents a significant complement to the Issuer's
capabilities in the development of technological projects and the
establishment of an international cooperation platform in the field of
defence and dual-use solutions.
The Company's Management Board announces that the Agreement is a
framework agreement and sets out the directions and principles of
cooperation between the parties regarding the establishment of a
transnational technology and industrial platform covering the markets of
Europe, the United States, Turkey and India, with particular emphasis on
the development of projects in the field of defence and dual-use
applications. In particular, the parties envisage the development of
technological projects, the integration of expertise, production
cooperation and the building of operational capabilities, including the
potential launch of the Partner's operations within the territory of the
Republic of Poland.
At the same time, the Issuer's Management Board announces that, under
the signed agreement and the parallel negotiations, the parties envisage
the Partner's capital investment in the Company. In accordance with the
provisions of the Agreement, the potential capital investment may
include, in particular:
_a_ subscription to a new issue of the Issuer's shares,
_b_ a stake in the Issuer's share capital of 10% or more, subject to
further arrangements,
_c_ the implementation of an investment under a flexible formula,
comprising: a cash contribution or a non-cash contribution _in-kind
contribution_ in the form of, inter alia, technology, intellectual
property, licences, products, technical solutions, market access or
other strategic assets, or a mixed formula.
The Issuer's Management Board further informs that, in the course of
discussions between the parties' representatives, preliminary
assumptions regarding the parameters of the potential investment have
been agreed, according to which:
_a_ the issue price of the Issuer's shares under the potential
transaction has been set at a base level of not less than PLN 10.00 per
share, although the final price will be subject to further negotiations
and will require the approval of the Company's competent bodies,
including the Supervisory Board,
_b_ the share issue will be carried out in accordance with the
provisions of the Commercial Companies Code, in particular by way of a
private placement directed at a specific investor _Article 431 § 2_1_ of
the Commercial Companies Code_, taking into account the applicable
capital market regulations,
_c_ the potential issue of subscription warrants, if carried out, will
provide for the acquisition of shares exclusively in return for a cash
contribution, and the detailed terms of the issue will be determined in
the future in separate resolutions of the Company's governing bodies.
Notwithstanding the above, the parties have agreed on a indicative work
schedule for the unmanned fighter project, according to which:
_a_ the preparation of a flying prototype of the unmanned 'fighter'
class system is planned for completion by the end of August 2026, for
the purpose of presenting it to selected uniformed services in Poland
and abroad,
_b_ in the event of the Issuer's acceptance of the prototype, the
parties intend to prepare a final, fully operational and armed version
of the system by the end of December 2026 _the Partner's relevant
obligation will be set out in a separate agreement_.
The Issuer's Management Board emphasises that the above assumptions are
indicative in nature and their implementation will depend on further
agreements between the parties, the progress of technical work, and
regulatory and market conditions. The Issuer notes that the concluded
agreement constitutes the first stage in the implementation of a broader
strategy to build an international platform for technological and
capital cooperation, involving selected foreign partners operating in
the civil, defence and dual-use sectors.
At the same time, the Issuer informs that any further material
information regarding the implementation of the agreement, the Partner's
potential capital involvement, and other projects carried out as part of
the cooperation will be disclosed in accordance with applicable laws and
capital market regulations in the form of ESPI current reports. This
also applies to other negotiations with partners of key importance to
the Company's development on terms at least similar to those mentioned
above.
The Issuer's Management Board has deemed the above information to be
confidential due to its significant impact on the Company's financial
and strategic position and its potential impact on the valuation of its
financial instruments.
|
|
|
RB_ASO: Zawarcie umowy strategicznej oraz wstępne uzgodnienia dotyczące inwestycji kapitałowej
i udziału branżowego partnera w akcjonariacie Emitenta
