Report number:
56/2024

Abbreviated name of the issuer: 
MIRBUD S.A.

Subject:
Completion of the book-building process for the private offering of new series L ordinary bearer shares issued by MIRBUD S.A. The determination of the issue price of the new series L shares issued by the Company along with the number of series L shares. The conclusion of a price annex.   

Legal basis:
Article 17(1) MAR Regulation – confidential information         

Report content:    

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE UNLAWFUL TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT SUCH CURRENT REPORT. 

IN ADDITION, THIS CURRENT REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.

With reference to current report No. 55/2024, the Management Board of MIRBUD S.A., with its registered office in Skierniewice (the “Company”), announces that on 13 June 2024 it received from IPOPEMA Securities S.A. (“IPOPEMA”) information on the completion of the accelerated book-building process for the ordinary series L bearer shares (the “Series L Shares”) issued pursuant to Resolution No. 4/2024 of the Management Board of the Company dated 10 June 2024 on increasing the share capital of MIRBUD S.A. within the limits of the authorised capital by way of issuing ordinary series L shares, depriving the existing shareholders of the entire pre-emptive right to all such series L shares, the dematerialisation of such series L shares and the rights to such series L shares, the application for the admission and introduction of such series L shares or rights to such series L shares to trading on a regulated market, amendments to the company's articles of association, and authorisation to conclude an agreement on the registration of such series L shares and rights to such series L shares with a securities depository (the “Issue Resolution”), offered by way of private subscription with the exclusion of the pre-emptive right, in accordance with the provisions of the Issue Resolution.

In connection with the completion of the accelerated book-building process, the Management Board of the Company pre-allocated the Series L Shares to the eligible investors in accordance with the allotment rules set out in the Issue Resolution, and on 13 June 2024 adopted a resolution on the determination of the final number of Series L Shares and the issue price of the Series L Shares, the conclusion of a price annex and the determination of the initial allocation list (the “Management Board Resolution”). In connection with the above, the Eligible Investors and the Designated Eligible Investors will be offered a total of 18,348,800 (in words: eighteen million three hundred forty eight thousand eight hundred) Series L Shares (the “Final Number of the Series L Shares”) for subscription, at the issue price of PLN 11.00 (in words: eleven polish zlotys) per one Series L Share (the “Issue Price of the Series L Shares”).

In connection with the adoption of the Management Board Resolution, in the execution of the terms of the agreement to act as transaction advisor and offer shares (the “Mandate Agreement”) dated 10 June 2024, on 13 June 2024 the Company concluded with IPOPEMA a pricing annex to the Mandate Agreement, which indicates that in the public offering of the Series L Shares the Company will offer a number of Series L Shares equal to the Final Number of the Series L Shares at the Issue Price of the Series L Shares.

Capitalised terms in this current report have the meanings given to them in the Issue Resolution as indicated in the Subscription Rules attached to current report No. 55/2024 dated 10 June 2024.

IMPORTANT INFORMATION 

This current report has been prepared in accordance with Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72 EC and Article 56(1)(2) act of 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organised trading, and on public companies. 

This current report is for informational purposes only. The Company publishes it solely for the purpose of providing relevant information regarding the terms of the offering of shares in it. This current report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of the shares in the Company referred to in this current report (the “Series L Shares”), and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series L Shares, their subscription or offer, or to encourage investors, directly or indirectly, to subscribe for the Series L Shares. The Company has not yet published, and does not intend to publish after the date of this current report, any materials to promote the Series L Shares or their subscription. This current report is not an advertisement within the meaning of Article 22 of the Prospectus Regulation.

This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in whole or in any part, in the United States, Australia, Canada, Japan, South Africa or other countries where publication, announcement or distribution would be unlawful. This current report is for informational purposes only and does not constitute an offer to issue or the solicitation of an offer to subscribe for shares in the share capital of the Company in the United States of America, Australia, Canada, Japan or South Africa or any other country or jurisdiction. This current report has not been approved by any regulatory authority or stock exchange. Failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction. 

The Series L Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or with any state securities regulatory authority or with any authority of other jurisdictions of the United States and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States without registration under the U.S. Securities Act, except for transactions not subject to or exempt from registration under the U.S. Securities Act and in compliance with applicable state securities laws and the provisions of such laws in other jurisdictions of the United States. The Series L Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, state securities commissions in the United States or other regulatory authorities in the United States. None of these authorities has substantively evaluated or approved the offering of the Series L Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa and persons of those countries.

The Series L Shares are not being offered to the public in the United States of America, the United Kingdom or any other country outside of Poland. Any offering of Series L Shares will be made in accordance with the rules under the Prospectus Regulation and exempt from the requirement to prepare a prospectus. 

No prospectus will be provided in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required (pursuant to the Prospectus Regulation). This current report and the description of the terms and conditions of the offering of the New Shares Offering contained herein are for informational purposes only; the information contained herein is addressed solely to persons who are: (i) qualified investors within the meaning of the Prospectus Regulation; or (ii) investors referred to in Article 1.(4)(d) of the Prospectus Regulation (all such persons collectively referred to as “Eligible Persons”). This current report and the terms and conditions described herein may not be relied upon or used by persons other than Eligible Persons. Persons distributing this current report must make sure that it is distributed in accordance with the law. Any investment or investment activities covered by this current report and the terms and conditions described herein are available only to Eligible Persons and may be undertaken only by Eligible Persons. 

This current report has been published by the Company, which is also solely responsible for it. IPOPEMA Securities S.A. (in its role as global coordinator, bookrunner and settlement and offering agent) (the “Manager”), its affiliates and its representatives do not and will not assume any responsibility and make no representation or warranty, expressed or implied, regarding the accuracy or completeness of this current report or any other written or oral information made available or accessible to the public to any of the interested parties or their advisors. Such liability is therefore hereby completely excluded. 

The Manager is acting solely for the Company and not for any other party in connection with the offer or subscription of the Series L Shares and will not be liable to anyone other than the Company in the context of providing coverage to its clients or providing advice with respect to the offer or subscription of the Series L Shares or other matters referred to in this current report. Other than any duties and obligations that may be imposed on the Manager under applicable law, neither the Manager nor any of its affiliates assumes any responsibility for the content of the information contained in this current report or for any other statements made or purported to be made by or on behalf of the Manager or its affiliates in connection with the Company, the Series L Shares, their offering or subscription. Accordingly, the Manager and each of its affiliates will have no liability, whether arising in tort, contract or otherwise (except as noted above), with respect to any statements or other information contained in this current report, and makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the information contained in this current report. The Manager may participate in the offering on a commercial basis.

The distribution of this current report or information about the offering or subscription of the Series L Shares may be restricted by law in certain jurisdictions. The Company and the Manager and its affiliates have not taken any action that would or is intended to permit a public offering of the Series L Shares in any other jurisdiction or to cause this current report or any other offering or publicity material relating to the Series L Shares to be held or distributed in any other jurisdiction where it may be prohibited pursuant to the relevant regulations.

Persons distributing any part of this current report must ensure that it is lawful to do so. Persons (including, without limitation, “nominees” and trustees) who have a contractual or other legal obligation to provide copies of this current report should seek appropriate advice before doing so. Persons who come into possession of this current report are required by the Company and the Manager to read and observe the relevant restrictions. 

This current report contains (or may contain) certain forward-looking statements relating to the Company's current expectations and projections of future events. These statements, which sometimes use words such as “intend”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the beliefs and expectations of the Company's management and involve a number of risks, uncertainties and possible falsification of the assumptions made, which may update in the future, the occurrence or updating of which are beyond the Company's control and may cause actual results to differ materially from any expected results expressed or implied by the forward-looking statements. The statements in this current report regarding past trends or activities should not be considered a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to publicly update or revise any forward-looking statements contained herein, nor does it intend to do so. Undue reliance should not be placed on forward-looking statements that reflect only beliefs as of the date of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to imply that the Company's earnings in the current or future fiscal year will match or exceed the Company's historical or published earnings. Due to the aforementioned risk factors, uncertainties and assumptions subject to future revision, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise. 

This current report does not identify or suggest, and is not intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in the Series L Shares. Any investment decision to subscribe for or purchase Series L Shares under the offer or subscription of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Manager. 

The information contained in this current report may not be transmitted or disseminated to others and may not be reproduced in any way. Any transmission, distribution, reproduction or disclosure of this information in whole or in part is not permitted. Failure to comply with this prohibition may result in a violation of the U.S. Securities Act or the laws of other jurisdictions. 

This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation regarding an investor's decision to offer or subscribe for the Series L Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may go up as well as down. Past performance is not a guide to future performance.

Signatures of representatives:

Jerzy Mirgos – President of the Management Board                                                            
Paweł Korzeniowski – Member of the Management Board