| |
MESSAGE _ENGLISH VERSION_ |
|
| |
Title:
Changes to the terms of the planned issue of Series Z Shares and
intention to cancel and reconvene the Extraordinary General Meeting.
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 Report No. 34/2026 dated September 1, 2026,
concerning the intention to carry out the issue of Series Z shares, and
ESPI Current Report No. 35/2026 dated September 1, 2026, concerning the
convening of the Extraordinary General Meeting for September 29, 2026,
hereby informs that today it decided to change certain terms of the
planned issue of Series Z shares _the "Series Z Shares"_.
Under the revised terms, the Management Board intends to propose that
the Extraordinary General Meeting of the Company increase the Company's
share capital through the issue of not fewer than 198,462 and not more
than 400,000 Series Z Shares, with a nominal value of PLN 0.10 each, at
an issue price of PLN 65.00 per Series Z Share.
The issue of the Series Z Shares is to be carried out by way of a
private placement referred to in Article 431 § 2_1_ of the Polish
Commercial Companies Code, conducted by way of a public offering, to
which the exemptions from the obligation to prepare, approve and publish
a prospectus provided for in Regulation _EU_ 2017/1129 of the European
Parliament and of the Council will apply.
The Management Board intends to offer 198,462 Series Z Shares to an
entity based in Taiwan with experience in investments in the
semiconductor and advanced technology sectors, which is a party to a
non-binding letter of intent entered into with the Company. For details,
see ESPI Current Report No. 34/2026 dated September 1, 2026.
The change in the method of conducting the issue and the increase in the
maximum number of Series Z Shares are related to the Management Board's
plan to enable the Company's existing shareholders holding at least 0.5%
of the total number of the Company's shares as of the end of the record
date for participation in the new Extraordinary General Meeting of the
Company, which the Management Board intends to convene for October 19,
2026 _the "New EGM"_, to participate in the issue.
The Management Board intends for the issue of the Series Z Shares to be
conducted in a manner allowing the Company's shareholders holding at
least 0.5% of the total number of the Company's shares _each
individually_ as of the end of the record date for participation in the
New EGM _the "Eligible Investors"_ to exercise priority in subscribing
for the Series Z Shares in a number sufficient to enable each Eligible
Investor to maintain a percentage interest in the total number of votes
at the General Meeting of the Company that is not lower than the
percentage interest held by such Eligible Investor as of the end of the
record date for participation in the New EGM. The foregoing will apply
provided that the Eligible Investors submit declarations of interest in
subscribing for the Series Z Shares and subsequently accept the offers
to subscribe for the Series Z Shares addressed to them. The submission
of an offer to subscribe for the Series Z Shares shall be at the sole
discretion of the Company's Management Board, provided that the
Management Board shall use due care to offer the Series Z Shares to
those Eligible Investors who meet the conditions set out above, if the
settlement of the subscription for the Series Z Shares by a given
Eligible Investor can be technically completed within the timeframe
specified by the Company's Management Board _the "Priority Mechanism"_.
The increase in the maximum number of Series Z Shares is technical in
nature and is intended to ensure an adequate pool of shares for the
implementation of the Priority Mechanism, while the change in the method
of conducting the issue is a consequence of enabling the Eligible
Investors to participate in the issue.
The Management Board maintains its proposal to set the issue price of
the Series Z Shares at PLN 65.00 per share. This price was proposed on
September 1, 2026, at the commencement of the issue process, taking into
account, in particular, the Company's three-month volume-weighted
average share price on the regulated market preceding that date, as well
as the issue price of the Company's Series Y Shares, the issue of which
was carried out in March 2026, which was also PLN 65.00 per share. The
issue price of PLN 65.00 will be the same for all investors subscribing
for the Series Z Shares, including shareholders exercising the Priority
Mechanism.
At the same time, the Management Board intends to submit to the New EGM
a proposal to amend the Company's Articles of Association by authorizing
the Management Board to increase the Company's share capital within the
Authorized Capital, comprising a maximum of 600,000 shares _the
"Authorized Capital"_.
The purposes of the issue of the Series Z Shares and the establishment
of the Authorized Capital described in ESPI Current Report No. 34/2026
dated September 1, 2026 remain unchanged.
In connection with the change in the terms of the issue, the Management
Board intends to cancel the Extraordinary General Meeting of the Company
convened for September 29, 2026, and convene a New EGM for October 19,
2026.
The Company will inform, in separate ESPI Current Reports, about the
cancellation of the Extraordinary General Meeting convened for September
29, 2026, and the convening of the New EGM, together with the draft
resolutions and other required documentation.
|
|
|
RB: Zmiana założeń planowanej emisji akcji serii Z oraz zamiar odwołania i ponownego zwołania
Nadzwyczajnego Walnego Zgromadzenia
