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MESSAGE _ENGLISH VERSION_ |
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Title:
Completion 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. 42/2026 dated October 19, 2026 and
No. 43/2026 dated October 20, 2026, as well as earlier reports, hereby
announces that on October 22, 2026, the bookbuilding process conducted
by Trigon Dom Maklerski S.A. for ordinary bearer shares of the Company,
Series Z _the "Series Z Shares"_ issued on the basis of:
- 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"_.
In accordance with the Issue Resolution, the issue price of the Series Z
Shares is PLN 65.00 per Series Z Share _the "Issue Price"_.
After considering the results of the bookbuilding process, the
Management Board of the Issuer decided to allocate 201,538 Series Z
Shares in that process.
Independently of the bookbuilding process, an industry investor based in
Taiwan _the "Industry Investor"_, referred to by the Issuer in ESPI
Current Reports No. 34/2026 of September 1, 2026, and No. 36/2026 of
September 18, 2026, previously expressed an intention to subscribe for
198,462 Series Z Shares. Taking into account this intention and the
declarations of interest to subscribe for Series Z Shares received
during the bookbuilding process, the total number of Series Z Shares to
be allocated to investors is 400,000 Series Z Shares, i.e., the maximum
number provided for in the Issue Resolution.
Accordingly, on October 22, 2026, after considering the results of the
bookbuilding process, taking into account the declaration of the
Industry Investor and the recommendation of Trigon Dom Maklerski S.A.,
the Management Board of the Company decided to submit offers to
investors to subscribe for Series Z Shares at the Issue Price for the
maximum number of shares provided for in the Issue Resolution, i.e., in
respect of 400,000 Series Z Shares.
OTHER INFORMATION
This Current Report has been prepared solely for the purpose of
fulfilling the obligations arising under 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 Directives 2003/124/EC, 2003/125/EC and 2004/72/EC _"MAR"_,
as the Company deemed the information on the completion of the
Bookbuilding Process for the Series Z Shares and the Management Board's
decision to submit offers to investors to subscribe for the Series Z
Shares to meet 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: Zakończenie procesu budowania księgi popytu w ramach oferty nowych akcji na okaziciela
serii Z
