Current Report No. 19/2025
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
Following the current report No. 17/2025 of 30 June 2025, the Management Board of Boryszew S.A. (“Company”) advises that on: on 3 July 2025, a notice was 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”) on unsuccessful completion of the 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“).
The Offered Shares were to represent a total of up to 10% of the shares in the Company’s share capital and account for up to 10% of the total number of votes in the Company.
The offering was addressed only to selected investors meeting certain criteria, i.e. qualified investors and investors who were expected to purchase Offered Shares an aggregate value of at least EUR 100 000 per investor.
In the accelerated book-building procedure mentioned above investors expressed interest in all the offered shares. The transaction did not go through due to the Selling Shareholder’s failure to accept the price presented by the book-builder.
The role of bookrunner is IPOPEMA Securities S.A. with registered office in Warsaw (00-107) Próżna 9 (KRS 0000230737, NIP 5272468122, REGON 140086881).
The Offered Shares are listed on the regulated market (primary market) operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) under the ISIN code: PLBRSZW00011.
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.