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MESSAGE _ENGLISH VERSION_
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Title:
Commencement of the bookbuilding process in connection with the offering
of new Series Y bearer shares
Legal basis:
Article 17_1_ MAR - inside information
Content of the Report:
The Management Board of XTPL S.A. _the "Company", the "Issuer"_, with
reference to ESPI Current Reports No. 3/2026 dated 9 February 2026, No.
4/2026 dated 9 February 2026 and No. 9/2026 dated 9 March 2026, hereby
announces the commencement of the bookbuilding process in connection
with the offering for subscription _by way of a private placement_ of no
more than 300,000 newly issued ordinary bearer shares of the Company,
Series Y _the "Series Y Shares", the "Offering"_.
The Offering is conducted on the basis of and in accordance with the
terms set out in Resolution No. 03/03/2026 of the Extraordinary General
Meeting of the Company dated March 9, 2026 regarding the increase of the
Company's share capital through the issuance of Series Y ordinary bearer
shares, with the full disapplication of preemptive rights of the
existing shareholders, the amendment to the Company's Articles of
Association, and the application for the admission to trading and
introduction of these shares to trading on the regulated market _the
"Issue Resolution"_, as well as in the resolution of the Management
Board dated March 10, 2026 concerning the adoption of detailed rules and
the timetable for the conduct of the Series Y Shares Offering.
In accordance with the Issue Resolution and the relevant provisions of
Regulation _EU_ 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market and
repealing Directive 2003/71/EC _"Regulation 2017/1129"_, neither the
Offering nor admission of the Series Y Shares to trading on the
regulated market of the Warsaw Stock Exchange will require the Company
to provide to the public a prospectus or other information or offering
document within the meaning of applicable laws.
The Issuer has contracted Trigon Dom Maklerski S.A. _"Trigon Brokerage
House"_ as an intermediary responsible for activities connected with the
Offering, including the bookbuilding for the Series Y Shares
_"Bookbuilding"_.
The Bookbuilding will begin immediately following the publication of
this current report and is expected to end on March 12, 2026, although
the Management Board reserves the right to shorten the Bookbuilding
period.
Invitations to participate in the Bookbuilding may be addressed to the
following categories/groups of investors: _i_ qualified investors within
the meaning of Article 2_e_ of Regulation _EU_ 2017/1129, _ii_ no more
than 149 natural or legal persons other than qualified investors
_subject to limits provided by applicable law_, and _iii_ investors who
will subscribe for Series Y Shares with a total value of at least EUR
100,000 per investor, including shareholders of the Company holding at
least 0.5% of the total number of the Company's shares _each
individually_ as of the close of business on the record date for the
Extraordinary General Meeting held on March 9, 2026, i.e., as of the
close of business on February 21, 2026 _the "Eligible Investors"_, who
shall have priority in subscribing for Series Y Shares _under the terms
described in the Issue Resolution_ in a number enabling such Eligible
Investor to maintain a voting interest in the Company's General Meeting
no lower than the interest held by that Eligible Investor as of the
close of business on the record date for the Extraordinary General
Meeting held on March 9, 2026, i.e., as of the close of business on
February 21, 2026.
After completing the Bookbuilding, the Issuer's Management Board will
select investors who meet the conditions specified in the Issue
Resolution, to whom the Trigon Brokerage House will send offers to
subscribe for the Series Y Shares.
Participation in the Bookbuilding will not be a necessary condition for
receiving an offer to take up the Series Y Shares.
OTHER INFORMATION
The Current Report has been prepared solely for the purpose of
fulfilling the obligations under Article 17_1_ of the 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
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC _"MAR"_, as the
Company considered the information on the start of the Bookbuilding for
the Series Y Shares as meeting the criteria of inside information within
the meaning of Article 7 of MAR.
The information contained in this current report does not constitute any
offer to sell, solicitation, or invitation to submit offers, nor any
proposal to acquire or subscribe for the Series Y Shares. It should not
be interpreted as providing sufficient information to make an investment
decision regarding the acquisition or subscription of the Series Y
Shares or any other securities of the Company. Furthermore, it does not
constitute "investment recommendations" or "information recommending or
suggesting an investment strategy" within the meaning of Regulation _EU_
No 596/2014 of the European Parliament and of the Council of April 16,
2014 on market abuse.
This report does not in any way, directly or indirectly, serve to
promote the offering, subscription, acquisition, or purchase of the
Series Y Shares and does not constitute advertising or promotional
material prepared or published by the Company for the purpose of
promoting the Offering of the Series Y Shares or encouraging investors,
directly or indirectly, to subscribe for or acquire the Series Y Shares.
In particular, this report does not in any way, directly or indirectly,
promote the Offering and does not constitute promotional material or
advertising within the meaning of Article 22 of Regulation _EU_
2017/1129, prepared or published by the Company for the purposes of
promoting the Series Y Shares or their sale or subscription, or
encouraging, directly or indirectly, their acquisition or subscription.
THIS REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA _INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA_,
AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION
WHERE SUCH DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE
LAWS OF THAT JURISDICTION, SUBJECT TO CERTAIN EXCEPTIONS. THE SHARES MAY
NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, PERSONS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
OR SOUTH AFRICA, OR TO PERSONS WHO ARE RESIDENT OR DOMICILED IN ANY OF
THOSE COUNTRIES.
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RB: Rozpoczęcie procesu budowania księgi popytu w ramach oferty nowych akcji na okaziciela
serii Y
