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MESSAGE _ENGLISH VERSION_ |
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Adoption of the Prime ASI S.A. Development Strategy for 2026-2030
The Management Board of Prime Alternatywna Spółka Inwestycyjna S.A.,
with its registered office in Rzeszów _the "Company", the "Issuer" or
"Prime ASI"_, announces that on 10 August 2026 it adopted Resolution No.
1/10/08/2026 approving the document entitled "Prime ASI S.A. Development
Strategy for 2026-2030" _the "Strategy"_. The Strategy formalises and
further develops the previously communicated direction of building a
capital and operational platform bringing together companies from the
defence and dual-use sectors in Central and Eastern Europe.
The principal objective of the Strategy is to build an integrated
capital and operational platform bringing together companies with
complementary manufacturing, technological, commercial and financial
capabilities. Priority areas include, in particular: ammunition and
component manufacturing, unmanned and autonomous systems, counter-drone
technologies, electronics and sensors, command, communications and
situational awareness systems, cybersecurity, specialised automation,
logistics and dual-use technologies.
As at the date of adoption of the Strategy, the first publicly disclosed
pool of platform assets comprises AMC Polish Arsenal sp. z o.o. _"AMC
Polish Arsenal"_ and Thalon Technologies sp. z o.o. _"Thalon
Technologies"_. Prime ASI holds a 20% interest in AMC Polish Arsenal and
has a right enabling it to increase its interest to 51% on the terms of
the executed option agreement. The execution and maintenance of the
option right does not constitute exercise of the option or a future
investment; any exercise will require prior verification of compliance
with the Articles of Association, Investment Policy and Investment
Strategy applicable on the exercise date, as well as obtaining all
required corporate approvals and resolutions. Prime ASI also holds a 51%
interest in Thalon Technologies, a controlled project company being
developed in the field of unmanned and autonomous maritime craft; the
remaining shareholders are Grupa Kapitałowa VALEZA sp. z o.o. _"GK
Valeza"_, holding 29%, and International Marine Services sp. z o.o.
_"IMS"_, holding 20%. AMC Polish Arsenal and Thalon Technologies are
intended to form the initial industrial and technology core of the
platform. Further development of these projects remains dependent, among
other things, on securing financing, industrial and technology
partnerships, required permits, validation of solutions and execution of
appropriate commercial agreements.
The Strategy provides for portfolio development primarily through a
staged model, allowing for the acquisition or subscription of initial
minority interests, the execution of option agreements or other
mechanisms protecting the possibility of increasing the investment, and
subsequently - with respect to selected companies - the potential
acquisition of controlling interests. Any action leading to the
acquisition or increase of an investment will be undertaken solely
within the limits of the Issuer's investment documents applicable at the
relevant time and after obtaining the required corporate approvals.
Control is to be obtained only where justified by due diligence
findings, the prospects of the portfolio company, the possibility of
integration with the platform's other assets and the impact of the
transaction on value per share of the Issuer.
Prime ASI intends to support portfolio companies not only with capital,
but also with access to the public market, industrial partners, sales
channels, international projects, M_A expertise, technology, management
capabilities and relationships with institutional customers. Transaction
structures may include, among other things, cash payments, issues of
equity instruments, contributions in kind, mixed consideration, deferred
payments and earn-out mechanisms, provided that they are permitted under
applicable law, the Articles of Association, the Issuer's Investment
Policy and Investment Strategy. Debt financing, project finance, trade
finance and other instruments appropriate to operating activities are,
as a rule, to be raised at the level of the relevant portfolio companies
or special-purpose vehicles, subject to applicable restrictions.
As part of the Strategy, the Management Board also plans to establish a
separate operating or portfolio company responsible for developing
international sales and export channels, integrating the offering of
portfolio companies, participating in international procurement
procedures, arranging trade finance, providing after-sales service, and
ensuring compliance with sanctions, export control, end-user and other
regulatory requirements applicable to the defence sector. Activities
requiring permits or concessions will commence only after such permits
or concessions have been obtained and appropriate compliance procedures
have been implemented.
The Strategy also provides for strengthening the capabilities of the
Management Board, Supervisory Board and the Issuer's organisational
resources in the areas of banking, financing, capital markets, mergers
and acquisitions, the defence industry, audit, compliance, security and
international expansion. The target governance model assumes a
seven-member Supervisory Board and specialised committees supporting
oversight of audit, strategy and M_A transactions, as well as
compliance, security and exports, subject to the adoption of the
required corporate resolutions.
One potential long-term route for monetising the value created by the
platform may be a transaction with an industry investor. Once the
platform has achieved an appropriate scale, level of integration,
financial performance, contract portfolio and governance standards, the
Management Board may consider, among other things, the sale of selected
companies or assets, the sale of all or a substantial part of the
operating platform, the entry of a strategic investor into a holding
company or the Issuer, a merger with a larger industrial group, or a
transaction resulting in a change of control over the Issuer. The
selection of any monetisation route will depend primarily on its impact
on value per Prime ASI share, the interests of the Company and its
shareholders, and the required corporate and regulatory approvals.
As at the publication date of this report, the Management Board has not
decided to commence a process to sell the entire platform and has not
entered into any agreement relating to such a transaction. The scenarios
described above represent strategic options and do not constitute any
assurance that a transaction with an industry investor will be completed.
The Strategy provides for staged implementation of objectives over the
period 2026-2030. The execution and completion of individual
transactions will depend, among other things, on due diligence findings,
agreement of investment documentation, availability of financing,
satisfaction of conditions precedent, obtaining corporate, regulatory
and administrative approvals, and market conditions. Where
implementation of a specific element of the Strategy requires a prior
amendment to the Articles of Association, Investment Policy or
Investment Strategy, the relevant action will be taken only after the
required amendments have been validly made. The Issuer will disclose the
execution of binding agreements and other events meeting the criteria of
inside information in separate current reports.
The full text of the Strategy is attached to this report and forms an
integral part hereof.
The Management Board emphasises that the Strategy sets out the Issuer's
development objectives, directions and intentions. It is a corporate
development strategy and does not amend or replace Prime ASI's existing
Investment Policy or Investment Strategy. It also does not constitute a
financial forecast, an assurance that a specified number of transactions
will be entered into, a commitment to carry out any issue of securities,
or a guarantee of achieving any specified market capitalisation or
market price of Prime ASI shares.
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RB-W_ASO: Przyjęcie Strategii Rozwoju Prime ASI S.A. na lata 2026-2030
