| |
MESSAGE _ENGLISH VERSION_ |
|
| |
POLISH FINANCIAL SUPERVISION AUTHORITY
Current report no.: 31/2026
Date of report: 10 September 2026
Legal basis: Article 56_1_ of the Act on Public Offerings - current and
periodic information
Subject: Summary of the subscription for the Issuer's series W and Y
ordinary bearer shares
Content of the report:
The Management Board of Mabion S.A. _"the Issuer"_ hereby presents
summary information regarding the issue carried out by the Company by
way of a private placement:
a. 1,597,429 Series W ordinary bearer shares with a nominal value of PLN
0.10 each and a total nominal value of PLN 159,742.90 _"Series W
Shares"_,
b. 961,407 Series Y ordinary bearer shares with a nominal value of PLN
0.10 each and a total nominal value of PLN 96,140.70 _"Series Y Shares"_.
The issue of Series W Shares and Series Y Shares took place by way of an
increase in the Issuer's share capital within the framework of the
authorised capital, pursuant to Resolution No. 2/VIII/2026 of the
Issuer's Management Board dated 27 August 2026, pursuant to Article
446_1_ and _3_ of the Act of 15 September 2000 - the Commercial
Companies Code and § 9b_1_ of the Issuer's Articles of Association
_"Resolution"_, as announced by the Issuer in current reports No.
27/2026 of 27 August 2026 and No. 28/2026 of 31 August 2026.
The issue of Series W Shares and Series Y Shares was carried out with
the pre-emptive rights of existing shareholders excluded in their
entirety, by way of a private placement, namely _i_ the offer to
subscribe for Series W Shares was made exclusively to the company
trading as Twiti Investments Limited for the purpose of converting its
claim against the Company arising from the loan agreement referred to in
current report No. 32/2025 of 24 October 2025, and _ii_ the offer to
subscribe for Series Y Shares was made exclusively to the company
trading as ACRX Investments Limited for the purpose of converting its
receivables from the Company arising from the loan agreement referred to
in current reports No. 2/2026 of 9 February 2026 and No. 18/2026 of 16
July 2026.
1. Start and end dates of the subscription or sale
Start date: 31 August 2026
End date: 31 August 2026
2. Date of allocation of securities
Series W Shares and Series Y Shares were issued as part of private
placements addressed exclusively to a single investor in each case;
consequently, no formal allocation of shares took place. The agreements
to subscribe for Series W Shares and Series Y Shares were concluded on
31 August 2026.
3. Number of securities subscribed for or sold
1,597,429 Series W Shares
961,407 Series Y Shares
4. Reduction rate in individual tranches, where, in at least one
tranche, the number of securities allocated was less than the number of
securities for which subscriptions were made
Not applicable.
5. Number of securities for which subscriptions were made as part of the
subscription or sale, or for which a proposal to purchase or an offer to
subscribe was accepted
As part of the private placement, an offer to subscribe for 1,597,429
Series W Shares was accepted.
As part of the private placement, an offer to subscribe for 961,407
Series Y Shares was accepted.
6. The number of securities that were allocated or subscribed for as
part of the placement or sale
1,597,429 Series W Shares.
961,407 Series Y Shares.
7. The price at which the shares were subscribed for
Series W shares were subscribed for at a price of PLN 6.72 each and a
total price of PLN 10,734,722.88.
Series Y shares were subscribed for at a price of PLN 6.57 each and a
total price of PLN 6,316,443.99.
8. Number of persons who subscribed for securities covered by the
subscription or sale in individual tranches, or who accepted a proposal
to purchase or an offer to subscribe for securities covered by the
subscription
The offer to subscribe for Series W Shares was made to a single entity,
which accepted the offer.
The offer to subscribe for Series Y Shares was addressed to one entity,
which accepted the offer.
9. The number of persons who entered into agreements to subscribe for
securities or to whom securities were allocated as part of the
subscription or sale carried out in individual tranches
An agreement to subscribe for Series W Shares was entered into with one
entity.
An agreement to subscribe for Series Y Shares was concluded with one
entity.
10. The name _company name_ of the underwriters who subscribed for
securities in the performance of underwriting agreements, specifying the
number of securities they subscribed for, together with the actual price
per security, constituting the issue or sale price, after deducting the
fee for the subscription of each security, in performance of the
underwriting agreement, acquired by the underwriter
Not applicable - the shares were not subscribed for by the underwriter.
11. The value of the subscription or sale carried out, defined as the
product of the number of securities covered by the offer and the issue
price or sale price
The value of the subscription for Series W Shares, calculated as the
product of the Series W Shares subscribed for and the issue price,
amounts to PLN 10,734,722.88.
The value of the subscription for Series Y Shares, calculated as the
product of the number of Series Y Shares subscribed for and the issue
price, amounts to PLN 6,316,443.99.
12. The total amount of costs that have been included in the issue costs.
As at the date of this report, the Company has no information regarding
the final settlement of the issue costs for Series W and Y Shares. These
costs will be disclosed to the public in the form of a current report
following receipt of a statement and approval of all costs from the
entities involved in the preparation and conduct of the subscription.
Methods of settling costs in the accounting records and the manner of
their recognition in the Issuer's financial statements: In the case of a
share issue, the nominal value of the shares taken up will increase the
share capital, whilst the excess of the issue price over the nominal
value will be recognised in the reserve capital. If the shares are
subscribed for by way of set-off of mutual claims, the issue is settled
by reducing the Company's liabilities to the investor. Costs associated
with the share issue will be recognised as a reduction in the reserve
arising from the excess of the issue price over the nominal value of the
shares issued.
13. The average cost of the subscription or sale per security subject to
the subscription or sale
As at the date of this report, the Company has no information regarding
the final settlement of issue costs and, consequently, the average cost
of the subscription per Series W and Y Share is not known. These costs
will be disclosed to the public in the form of a current report once a
breakdown of all costs has been received and approved by the entities
involved in the preparation and conduct of the subscription.
14. Method of payment for the subscribed _acquired_ securities, with
detailed information
All 1,597,429 Series W Shares were paid for by setting off the Issuer's
claim for payment of the issue price for the Series W Shares against the
claim of TWITI Investments Limited, with its registered office in
Nicosia, Cyprus, arising from a loan granted to the Issuer pursuant to
the convertible loan agreement dated 24 October 2025 _"TWITI Claim"_.
The TWITI Claim arose on 3 November 2025 in respect of the loan tranche
amounting to PLN 6,000,000 and on 22 December 2025 in respect of the
loan tranche amounting to PLN 4,000,000; as at the date of conclusion of
the set-off agreement for the aforementioned claims, i.e. 31 August
2026, it amounted to PLN 10,734,723.84. The valuation of the TWITI
Receivables is set out in Appendix 1 to this report.
All 961,407 Series Y Shares were paid for by setting off the Issuer's
claim arising from the payment of the issue price for the Series Y
Shares against the claim of ACRX Investments Limited, with its
registered office in Nicosia, Cyprus, in respect of a loan granted to
the Issuer under a convertible loan agreement dated 6 February 2026
_"ACRX Receivable"_. The ACRX Claim arose on 10 February 2026 and, as at
the date of conclusion of the set-off agreement for the aforementioned
claims, i.e. 31 August 2026, amounted to PLN 6,316,448.22. The valuation
of the ACRX Claim is set out in Appendix 2 to this report.
|
|
|
RB-W: Podsumowanie subskrypcji akcji zwykłych na okaziciela serii W i Y Emitenta 
