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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 Z 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. 34/2026 dated 1 September 2026,
No. 36/2026 dated September 18, 2026 and No. 42/2026 dated October 19,
2026, hereby announces the commencement of the bookbuilding process in
connection with the offering for subscription [by way of a private
placement conducted as part of a public offering] of no less than
198,462 and no more than 400,000 newly issued ordinary bearer shares of
the Company, Series Z [the "Series Z Shares", the "Offering"].
The Offering is conducted on the basis of and on the terms set out in:
- in Resolution No. 03/10/2026 of the Extraordinary General Meeting of
the Company dated October 19, 2026 on increasing the Company's share
capital through the issue of Series Z ordinary bearer shares by way of a
private placement carried out through a public offering, with the
existing shareholders' pre-emptive rights fully disapplied, amending the
Company's Articles of Association, applying for the admission and
introduction of the Series Z Shares to trading on the regulated market
operated by the Warsaw Stock Exchange S.A., dematerializing the Series Z
Shares, and authorizing the conclusion of an agreement for the
registration of the Series Z Shares with the securities depository
["Issue Resolution"], and
- in the Management Board's resolution of October 20, 2026 on the
adoption of detailed rules and schedule for the Series Z Share Offering.
The issue price of the Series Z Shares was set in the Issue Resolution
and amounts to PLN 65.00 per one Series Z Share.
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"], the conduct of
the Offering does not require the preparation, approval, or publication
of a prospectus.
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 Z Shares
["Bookbuilding"].
The Bookbuilding will begin on October 20, 2026, immediately following
the publication of this current report and is expected to end on October
22, 2026, although the Management Board reserves the right to shorten
the Bookbuilding period.
The Invitation to participate in the Bookbuilding Process may be
addressed to the following categories/groups of investors:
[i] qualified investors within the meaning of Article 2[e] of Regulation
2017/1129;
[ii] no more than 149 natural or legal persons other than qualified
investors [subject to the limits arising from applicable law].
The Invitation may be addressed in particular to the Company's
shareholders 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 October 19, 2026,
i.e., as of the close of business on October 3, 2026 [the "Eligible
Investors"], who will have the opportunity to exercise priority in
subscribing for Series Z Shares [on the terms described in the Issue
Resolution] in a number enabling such Eligible Investor to maintain a
share in the total number of votes at the Company's General Meeting no
lower than the share held by that Eligible Investor as of the close of
business on the record date for the Extraordinary General Meeting held
on October 19, 2026, i.e., as of the close of business on October 3,
2026.
The Management Board intends to offer 198,462 Series Z Shares to an
entity based in Taiwan, which is a party to a non-binding letter of
intent entered into with the Company, as reported by the Issuer in ESPI
Current Reports No. 34/2026 dated September 1, 2026, and No. 36/2026
dated September 18, 2026.
Following the completion of the Bookbuilding Process, the Issuer's
Management Board will select investors who meet the conditions specified
in the Issue Resolution, to whom the Company, through Trigon Brokerage
House, will send offers to subscribe for Series Z Shares.
Participation in the Bookbuilding will not be a necessary condition for
receiving an offer to take up the Series Z 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 Z 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 Z Shares. It should not
be interpreted as providing sufficient information to make an investment
decision regarding the acquisition or subscription of the Series Z
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 Z 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 Z Shares or encouraging investors,
directly or indirectly, to subscribe for or acquire the Series Z 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 Z 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 Z
