| |
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
report No. 33/2026 dated 28 May 2026 concerning the conclusion
of an investment agreement and long-term business cooperation with Mr
Radosław Majdan, and ESPI current report No. 40/2026 dated 8
June 2026 concerning the signing of binding declarations to
subscribe for shares in a new issue, hereby announces an update to the
terms and conditions of the investments in question.
The Issuer hereby announces that, in view of the change in the
Company's share price compared with the period in which the original
investment parameters were established, and taking into account the
average market price of the Issuer's shares over the one-month period
preceding the conclusion of the annexes described below, the terms of
the planned share subscription were renegotiated at the investors'
request.
As a result of the discussions, on 14 September 2026, the Company
signed two addenda updating the previously concluded investment
documents. The terms set out therein were subsequently reflected
in the resolution concerning the issue of Series K shares, adopted on
the same day by the Extraordinary General Meeting of MBF Group S.A.
The first addendum was concluded with Mr Radosław Majdan
and relates to the investment agreement and the preliminary share
subscription agreement, as previously reported by the Issuer in ESPI
Report No. 33/2026. Pursuant to the amendment, the parties have
finally agreed that Radosław Majdan will subscribe for 140,000
Series K ordinary bearer shares at an issue price of 5.60 PLN
per share, corresponding to a total investment value of 784,000.00
PLN. At the same time, the investor's obligation not to dispose of
the acquired shares for a period of 12 months, in accordance
with the terms set out in the share subscription agreement or a
separate lock-up agreement, was maintained. The above terms were
explicitly included in the resolution of the Extraordinary General
Meeting of 14 September 2026.
The second annex was concluded with Ms Jadwiga Czarnecka,
one of the investors covered by the binding declaration to subscribe
for shares described in ESPI Report No. 40/2026. Under the terms of
the annex, the final investment terms provide for Ms Jadwiga Czarnecka
to subscribe for 75,685 series K ordinary bearer shares at an
issue price of 3.50 PLN per share, i.e. for a total issue price
of 264,897.50 PLN. In determining the issue price, the parties
took into account, in particular, the change in market conditions
since the signing of the original declaration, the investor's
financial commitment to date, and previous payments made to the Issuer
towards the future acquisition of shares. These terms were also taken
into account in the resolution adopted by the Extraordinary General
Meeting on 14 September 2026.
The Issuer also announces that discussions with the second investor
covered by ESPI Report No. 40/2026 are continuing. The investor
has not withdrawn from their intention to participate in the
investment process and, as at the date of publication of this report,
has made payments to the Company in the form of advance payments
towards the future subscription of shares totalling 368,400.00 PLN.
As at the date of publication of this report, the Company and the
aforementioned investor are conducting further negotiations
concerning, in particular, the final issue price and the number of
shares to be acquired by the investor. The parties have not yet
reached a final agreement in this regard; consequently, the Issuer
does not currently disclose the target number of shares or the issue
price relating to this investor.
The Management Board emphasises that the payments made by the investor
are advance payments relating to the planned subscription of shares
and do not yet constitute an effective subscription of shares or an
increase in the Company's share capital.
The Issuer also points out that the increase in share capital
resulting from the issue of Series K shares will only take effect upon
the relevant entry being made in the National Court Register _KRS_.
Until then, the amount of the Company's registered share capital
remains unchanged.
The Issuer's Management Board has deemed the information concerning
the conclusion of the annexes, changes to the material parameters of
previously announced investments, and the current status of the
process of securing financing from investors, as set out in reports
Nos. 33/2026 and 40/2026, to be confidential information within the
meaning of Article 7 of the MAR Regulation, in particular due to
changes in the pricing terms and the value of the planned investments,
as well as their potential significance for the process of financing
the Company's strategic projects.
|
|
|
RB_ASO: Podpisanie aneksów do umów i deklaracji inwestycyjnych w związku z emisją akcji serii
K
