| |
MESSAGE _ENGLISH VERSION_
|
|
| |
The Management Board of MBF Group S.A., with its registered office in
Warsaw _"the Issuer", "the Company"_, with reference to ESPI current
reports No. 28/2026 of 4 May 2026 concerning the commencement of the
operational phase of the IRYDA+ X1 system, No. 29/2026 of 4 May 2026
concerning the conclusion of an operating agreement with Shark Aviation
and the definition of the scope of cooperation, as well as No. 30/2026
of 8 May 2026 concerning the signed agreement and the development of AI
architecture, hereby announces that on 21 May 2026 the Issuer entered
into a preliminary agreement with Shark Aviation Dansmanlk Sanayi ve
Ticaret Ltd. Sti., with its registered office in Seluklu _Konya_,
Republic of Turkey _"Shark Aviation"_, a preliminary agreement
concerning the acquisition of the Issuer's shares by Shark Aviation or
an entity designated by Shark Aviation, including potentially by an
entity under Polish law acting as an independent research and
development unit within the organisation, in exchange for a non-cash
contribution.
The conclusion of the preliminary agreement constitutes the next stage
in the implementation of cooperation between the Issuer and Shark
Aviation in the area of the IRYDA+ X1 project and the development of a
broader model of industrial, technological, research and development,
and production cooperation on the Polish and European markets. The
parties' intention is to establish a long-term cooperation framework
within which Shark Aviation or an entity designated by it could become a
shareholder of the Issuer, whilst simultaneously contributing to the
Company or the cooperation framework assets, resources, rights, know-how
and expertise essential for the further development of the IRYDA+ X1
project and related technological initiatives.
In accordance with the parties' arrangements, the subject of further
negotiations and preparatory work will be the potential acquisition by
Shark Aviation or an entity designated by it of shares in the Issuer
representing a stake of approximately 10% in the Issuer's share capital
following the planned share capital increase. At this stage, the parties
tentatively assume that the transaction may involve the issue of
approximately 320,000 _three hundred and twenty thousand_ shares of the
Issuer, assuming an indicative issue price of approximately PLN 13.50
_thirteen zlotys and fifty groszy_ per share. The Counterparty has
agreed to the above parameters, but the Issuer reserves the right to
state that the indicated number of shares and issue price are of an
estimated and provisional nature, and their final determination will
depend in particular on the final composition of the non-cash
contribution, the result of its valuation, an opinion or audit conducted
in accordance with the relevant provisions of the Commercial Companies
Code, as well as on further negotiations between the parties and the
decisions of the Company's competent bodies.
The initially envisaged non-cash contribution may include, in
particular, approximately 15 unmanned aerial platforms, although the
final number, configuration, technical parameters and value of these
platforms will be subject to further agreement between the parties and
the valuation procedure. The parties also anticipate that the non-cash
contribution, or an element of a broader cooperation package, will
include additional tangible and intangible assets, including technical
documentation, selected rights or licences, technological solutions,
know-how, demonstration procedures, training support, maintenance and
operational support, engineering support, elements related to the
preparation of demonstrations and tests of UAV systems, as well as other
resources, expertise or rights that can be described, valued and
utilised within the framework of research and development, production,
implementation or commercial activities conducted by the Issuer or in
cooperation with the Issuer.
The Issuer notes that of particular significance to the Company is not
only the potential acquisition of the UAV platforms themselves, but also
the opportunity to incorporate Shark Aviation's expertise,
documentation, know-how and experience in the design, preparation,
demonstration, testing, integration and further development of unmanned
aerial systems into the collaboration. In the opinion of the Issuer's
Management Board, this may be of significant importance for the
establishment in Poland of research and development, demonstration and
potentially production facilities for the IRYDA+ X1 project and related
UAV, C-UAV, autonomous and dual-use solutions.Of particular significance
here are the joint plans to build a production plant and transfer
technology to Poland, which could begin as early as 2026.
The entity preferred by Shark Aviation to carry out part of the European
and Polish activities is Shark Aviation Dynamics, an entity under Polish
law currently in the process of being established, in respect of which
according to information provided to the Issuer notarial formalities
relating to its incorporation have already been completed, and the next
stage is to be the submission of a complete set of documents to the
National Court Register. The Issuer reserves the right to state that the
final identification of the entity that would acquire the Issuer's
shares will be subject to further arrangements between the parties and
will depend on legal, tax, organisational, corporate and regulatory
aspects.
The preliminary agreement does not yet result in an increase in the
Issuer's share capital or the acquisition of shares by Shark Aviation or
an entity designated by it. The completion of the transaction will
require, in particular, the determination of the final composition of
the non-cash contribution, its valuation and audit in accordance with
the relevant provisions of the Commercial Companies Code, the
preparation of corporate documentation, the adoption of the required
resolutions by the Issuer's competent bodies, including the General
Meeting, and subsequently the completion of the required registration
and dematerialisation procedures.
The Issuer's Management Board hereby announces that a General Meeting
regarding the planned share capital increase will be convened
immediately following the conclusion of negotiations with Shark Aviation
and following the conclusion of discussions with two other entities from
outside the European Union interested in a potential capital investment
in MBF Group S.A. The Issuer is conducting these discussions in
parallel, treating them as part of a broader strategy to build an
international technological, industrial, operational and capital base
for the projects being developed by the Company.
The Issuer's Management Board has deemed the information regarding the
conclusion of the preliminary agreement to be confidential information
within the meaning of Article 17_1_ of the Market Abuse Regulation
_MAR_, as it relates to a significant stage in the development of
cooperation with a technology partner in the IRYDA+ X1 project, the
potential entry of that partner or an entity designated by it into the
Issuer's shareholding structure, the planned increase in share capital
in exchange for a non-cash contribution, and the possibility of the
Issuer acquiring significant assets, rights, expertise and know-how
related to the development of unmanned aerial systems. In the opinion of
the Issuer's Management Board, this information may have a material
impact on the assessment of the Company's financial position,
development prospects, and technological and capital potential.
|
|
|
RB_ASO: Zawarcie umowy przedwstępnej dotyczącej objęcia akcji MBF Group S.A. przez Shark Aviation
w zamian za wkład niepieniężny
