
Current Report No. 17/2025
THIS CURRENT REPORT AND THE INFORMATION IT CONTAINS IS SUBJECT TO RESTRICTIONS AND IS NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN ANY PART, IN THE UNITED STATES OF AMERICA, GREAT BRITAIN, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD BE AGAINST THE LAW TO PUBLISH, ANNOUNCE, DISTRIBUTE OR TRANSMIT. THIS CURRENT REPORT IS FOR INFORMATION ONLY AND IN NO JURISDICTION CONSTITUTES AN OFFER OF SECURITIES. READ THE IMPORTANT INFORMATION AT THE END OF THIS REPORT
The Management Board of Boryszew S.A. (the “Company”), advises that on: on 30 June 2025, the Company received from Unibax Spółka z o.o., based in Toruń, a shareholder of the Company holding 37 654 159 shares in the Company’s share capital, representing 15.69% of the total number of votes in the Company (“Selling Shareholder”), a notification in which the Selling Shareholder had advised that immediately after the notification, the Selling Shareholder would launch the process of selling the Company’s shares under an accelerated book-building, with the purpose of selling of up to 24 000 000 dematerialised ordinary bearer shares in the Company held by the Selling Shareholder (“Offered Shares“) (“Offer“).
In accordance with the notification, the Offer, which does not require the preparation, approval and release of a prospectus or any other (offering) information document, in accordance with the 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 (“Prospectus Regulation“), will be addressed exclusively to investors selected by the entity acting as bookrunner who meet certain criteria, i.e.:
- qualified investors as defines in Art. 2(e) of the Prospectus Regulation, referred to in Art. 1(4)(a) of the Prospectus Regulation, or
- investors who will purchase Offered Shares with an aggregate value of at least EUR 100 000 per investor, referred to in Art. 1.4(d) of the Prospectus Regulation, or
- institutional investors from outside the United States or who are not U.S. persons in offshore transactions in accordance with Regulation S of the U.S. Securities Act of 1933, with amendments (U.S. Securities Act of 1933), and in compliance with applicable laws, including restrictions and sanctions in place following Russia’s invasion of Ukraine in February 2022 (excluding investors from Great Britain).
The Selling Shareholder assumes that the Offered Shares will represent a total of up to 10% of the shares in the Company’s share capital and will account for up to 10% of the total number of votes in the Company.
Assuming the sale of the aforementioned number of shares in the aforementioned sale process, upon completion of the planned transaction, the Selling Shareholder will hold 13 654 159 shares in the Company’s share capital, accounting for 5.69% of the total number of votes in the Company.
The final number of Offered Shares to be sold in the Offer (“Sold Shares“) and the selling price of the Sold Shares will be determined and announced immediately after the completion of the accelerated book-building procedure, which, according to the notice received, may take place at any time. The Selling Shareholder reserves the right to change the terms or dates of the Offer at any time, and to suspend the Offer or cancel the Offer at any time.
The role of bookrunner is IPOPEMA Securities S.A. with registered office in Warsaw (00-107) Próżna 9 (KRS 0000230737, NIP 5272468122, REGON 140086881).
Prior to the launch of the Offer:
(i) the Selling Shareholder undertook to refrain from selling any of their shares of the Company that would remain unsold on the settlement date of the Offer, during the lock-up period, i.e. for a period of 180 days of the settlement date of the Offer, and furthermore
(ii) Mr Roman Karkosik, Company’s shareholder, undertook to refrain from selling during the lock-up period, i.e. for 180 days of the settlement date of the Offer, the shares of the Company held by him on 30 June 2025 (both directly and indirectly, through investment vehicles), as well as the shares of the Company that Mr Roman Karkosik would acquire by the settlement date of the Offer,
in either case subject to standard exceptions, such as the announcement of an invitation to subscribe for sale or conversion of shares of the Company or the disposal of shares of the Company in response to a public invitation to submit offers for the sale of shares of the Company announced by the Company in a share buyback or by another entity, in each case if the invitation is made on the same terms and conditions to all shareholders of the Company.
IMPORTANT INFORMATION
This notice and the information it contains are for information only and are not advertisements as defined on Art. 22 of the Prospectus Regulation. This notice (or the information it contains) does not contain, does not constitute, and under no circumstances should be construed as, an offer to sell or subscribe for securities, or an invitation to submit offers to buy or subscribe for securities, in any jurisdiction, including Poland, the United States, Great Britain, Canada, Australia, New Zealand, South Africa, Japan or any other jurisdiction in which publication, offer, solicitation or sale would be against law, subject to consent or notification, or otherwise restricted. In particular, this notice and the information it contains do not constitute an offer to sell securities in the United States of America and may not (directly or indirectly, in whole or in part) be communicated, transmitted or distributed within the United States of America (including its territories, any U.S. state and the District of Columbia), Great Britain, Canada, Australia, New Zealand, South Africa or Japan. Violation of this restriction may constitute a violation of securities laws of the United States of America, Great Britain, Canada, Australia, New Zealand, South Africa or Japan. Any investor residing or having a registered office outside the Republic of Poland should review relevant provisions of Polish law and the regulations of other countries that may apply to them. The securities referred to in this notice have not been, and will not be, registered under the U.S. Securities Act of 1933, with amendments and must not be offered and sold within the United States of America except upon registration, under an exception to registration obligation, or in a transaction not subject to registration obligations under the U.S. Securities Act. This notice and the information it contains do not constitute an inducement or recommendation to purchase securities and do not constitute the basis for decisions to purchase securities. Investing in equity instruments, including the Company’s shares, involves a high degree of risk inherent in equity capital market instruments and risks associated with the Company’s operations and the environment in which the Company operates. Before an investment decision, any investor considering purchase of the Company’s shares should carefully review the available information on the Company and, if necessary, consult with advisors to the extent they deem appropriate.
Legal grounds
Article 17 section 1 MAR – Confidential information.
Signatures:
Wojciech Kowalczyk – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.