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New listing of B-ACT S.A. on NewConnect

The company B-Act S.A. was newly listed on NewConnect on 16 April 2024.

B-Act S.A. is the 357^th company listed on NewConnect and the third new listing on NewConnect in 2024.

Key information

* based on the reference price equal to PLN 1.6 set at the issue price in the public offering of series D shares.

Issuer’s history and business

The Issuer's legal predecessor B-Act sp. z o.o. was entered into the National Court Register in February 2001. Since November 2022, the company has been operating as a joint-stock company.

B-Act S.A. is an consulting engineering company whose founders have almost 30 years of experience in managing, advising and supervising construction projects in Poland, Ukraine, Romania, the Baltic States, Brazil, and the Middle East.

The Issuer specialises in several areas of consulting, in particular engineering consulting. The company’s activities include acting as a contract engineer, providing technical, legal and economic expertise, creating business plans and feasibility studies, and executing investments and providing training on investment processes. B-Act S.A. implements state-of-the-art construction projects according to the FIDIC standards and using a US cloud-based project management IT system which increases the efficiency and accuracy of the investment process.

The Issuer is an expert in international contractual conditions of the FIDIC (Federation Internationale des Ingenieurs-Conseils - International Federation of Consulting Engineers), which standardise procedures for the execution of construction projects worldwide. The company is a member of the FIDIC, the Polish Consulting Engineers and Experts Association (SIDiR), and the Polish Association of Construction Industry Employers.

In order to increase its visibility on the Ukrainian market and gain a better understanding of its specifics, the Company opened its representative office in Kiev in 2019. Since then, it has participated in key infrastructure investments in Ukraine and ranked second by contract value in the 2022 ranking of companies providing technical supervision services under the “Great Construction” Government Programme for Road Construction in Ukraine. As of the date of the Information Document, the Company has 1 representative office in Kiev, Ukraine and 3 regional offices in Vinnitsa, Poltava and Kharkiv.

The Company employs and cooperates with specialists in various areas, including project management, public procurement, administration, as well as engineers, economists and lawyers. As at 31 December 2023, the Issuer employed and cooperated with 76 people in Poland and 48 people in the representative office in Ukraine.

The Company identifies three main operational areas: contract engineer/substitute investor; contract administration/claims management; expert opinions. In the last two years, 85% of the Issuer’s revenues came from activities as a contract engineer/substitute investor.

The Company’s share capital amounts to PLN 979,250 and is divided into 9,792,500 series A-D shares, with a nominal value of PLN 0.1 each, including:

- 1,235,000 series A registered shares, each representing two votes;

- 5,557,500 series B ordinary bearer shares;

-1,500,000 series C ordinary bearer shares;

-1,500,000 series D ordinary bearer shares.

Series A shares were issued as part of the Issuer’s transformation into a joint-stock company.

Series B shares were issued in March 2023 (issue concurrent with the Issuer’s transformation into a joint-stock company) and taken up by the Issuer’s founders at an issue price of PLN 0.1 per share.

Series C and D shares - subject to the application:

The private subscription of 1,500,000 series C shares was carried out between April and May 2023. Share subscription agreements were concluded with 15 persons with no capital or personal relationship with the Company. The shares were paid for in cash, at a price of PLN 1.2 per share. As a result of the issue of series C shares, the Company raised PLN 1.8 million.

The public offering of 1,500,000 series D shares (offering of up to EUR 1 million based on the information document) was carried out between October and November 2023. The function of the offering agent was performed by Dom Maklerski INC S.A. Series D shares were taken up by 35 persons, including 3 related investors, who took up 267,500 shares. The shares were paid for in cash, at a price of PLN 1.6 per share. As a result of the issue of series D shares, the Company raised PLN 2.4 million.

Objectives of the issue

The Issuer’s main strategic objective is to win new contracts on the Polish and Ukrainian markets. Through its expansion into the Ukrainian market, the Company has secured contracts with a total potential revenue for the Issuer of PLN 45.1 million (completion of most services by the end of 2024), and in order to be able to serve its customers on-site, it has opened a representative office in Kiev and 3 regional offices (Vinnitsa, Poltava, Kharkiv). In addition to its activities on the Polish and Ukrainian markets, an additional direction of the Company’s development is to be its participation in the Saudi Vision 2030 project, which aims to reduce Saudi Arabia’s dependence on oil, diversify its economy and develop public service sectors, i.e., health, education, infrastructure, recreation and tourism. Development in a number of directions and operational areas will require additional funding. These activities are to be implemented using funds raised in the issue of D shares. As of 31 December 2023, the Company has used less than PLN 300 thousand of the amount raised.

Issuer’s selected financials (PLN):

*quarterly, unaudited

Company shareholders

• Władysław Kazimierz Białachowski– 2,750,000 shares representing 28.08% of equity and 29.47% of votes;
• Adam Władysław Białachowski– 2,397,500 shares representing 24.48% of equity and 25.69% of votes;
• Aleksandra Zofia Białachowska– 1,650,000 shares representing 16.85% of equity and 17.68% of votes;
• Other shareholders  – 2,995,000 shares representing 30.58% of equity and 27.16% of votes;

Shareholders Władysław Kazimierz Białachowski and Aleksandra Zofia Białachowska have the right to appoint and dismiss one member each of the Supervisory Board, on the basis of a written declaration addressed to the Company, as long as they remain shareholders holding at least 5% (five percent) of the shares in the Company’s share capital.

Financial instruments newly listed on NewConnect:

• 1,500,000 series C ordinary bearer shares;
• 1,500,000 series D ordinary bearer shares.