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Current Report No. 25/2026 of July 14, 2026
Execution of a placement agreement for the Company's new series G ordinary bearer shares and existing ordinary bearer shares of the Company held by a significant shareholder of the Company – Warsaw Equity ASI S.A. Launch of the accelerated bookbuilding process (ABB) under the public offering of the Company's new series G ordinary bearer shares and existing ordinary bearer shares of the Company held by a significant shareholder. Information on lock-up undertakings entered into by the Company and a significant shareholder of the Company.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. THIS MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION OR AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE LEGAL DISCLAIMERS AT THE END OF THIS CURRENT REPORT.
The Management Board of VIGO Photonics S.A. with its registered office in Ożarów Mazowiecki (the “Company” or the “Issuer”), with reference to current report no. 15/2026 of June 17, 2026 and current report no. 23/2026 of July 13, 2026, informs that acting on the basis of the authorization contained in the resolution of the Extraordinary General Meeting of the Company no. 6/13/07/2026 of July 13, 2026 on increasing the Company's share capital through the issuance, by way of a public offering, under private subscription, of new series G ordinary bearer shares, with the complete exclusion of pre-emptive rights of the existing shareholders of the Company with respect to all series G shares, amending the Company's articles of association, registering the rights to series G shares and series G shares in the securities depository maintained by Krajowy Depozyt Papierów Wartościowych S.A. and applying for the admission and introduction of rights to series G shares and series G shares to trading on the regulated market operated by the Warsaw Stock Exchange (“Emission Resolution”), on July 14, 2026, the Company, its significant shareholder Warsaw Equity Alternatywna Spółka Inwestycyjna S.A. with its registered office in Warsaw (the “Shareholder”) and Trigon Dom Maklerski S.A. with its registered office in Kraków (the “Offer Coordinator”) entered into a placement agreement (the “Placement Agreement”): (i) for not less than 1 (one) and not more than 131,219 (one hundred thirty-one thousand two hundred nineteen) new series G ordinary bearer shares of the Company, with a nominal value of PLN 1.00 (one zloty) per share, issued by the Company on the basis of the Emission Resolution (the “New Issue Shares”) and (ii) up to 124,800 (one hundred twenty-four thousand eight hundred) existing ordinary bearer shares of the Company, with a nominal value of PLN 1.00 (one zloty) per share, identified by ISIN code: PLVIGOS00015, representing 14.27% of the Company's share capital and 14.27% of the total number of votes at the General Meeting of the Company (the “Sale Shares”) sold by the Shareholder (the New Issue Shares and the Sale Shares collectively referred to as the “Offered Shares”).
The subject of the Placement Agreement is to define the terms of provision by the Offer Coordinator of services related to the organization of and intermediation in conducting the planned public offering of the Offered Shares (the “Offering”), including the role of the Offer Coordinator as the sole global coordinator and sole bookrunner for the Offered Shares, as well as the provision of offering agent and registration intermediary services by the Offer Coordinator in relation to the New Issue Shares and (where applicable) the rights to the New Issue Shares (the “PDAs”) in the securities depository maintained by Krajowy Depozyt Papierów Wartościowych S.A. in connection with the planned application for their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange (the “WSE”). The Placement Agreement contains standard provisions for agreements of this type governing the terms of cooperation of the parties in the provision of the services described above by the Offer Coordinator to the Company and the Shareholder, including customary conditions (precedent or subsequent, respectively) for the performance of the Placement Agreement by the Offer Coordinator, the terms of its potential termination, and representations and warranties made by the parties to the Placement Agreement. Furthermore, the Placement Agreement provides for an obligation of the Company and the Shareholder to indemnify the Offer Coordinator or other specified affiliates of the Offer Coordinator against specific claims, liabilities or costs that may be asserted against or incurred by those persons in connection with the performance of the Placement Agreement (the so-called indemnity clause).
The Placement Agreement does not constitute a commitment of the Offer Coordinator to acquire, subscribe for, assume or sell any financial instruments and is not a guarantee of successful admission and introduction of the financial instruments to organized trading, performance of the Offering or placement of any financial instruments (in whole or in part), including the New Issue Shares and the Sale Shares.
In addition, the Company and the Shareholder, each of them individually, undertook in the Placement Agreement that without the prior consent of the Offer Coordinator, they will not, during the period from the date of the Placement Agreement until the expiry of 12 (twelve) months from the date of the first listing of the New Issue Shares or PDAs (whichever occurs earlier) (inclusive of that day), dispose of any shares of the Company, in particular they will not acquire, sell or encumber the shares, and additionally, in the case of the Issuer, that it will not issue new shares of the Company (lock-up undertakings). In the case of the Shareholder, its lock-up undertaking provides for standard exceptions to the prohibition on disposal of the Company's shares, enabling it, among other things, to sell the Company's shares in response to a tender offer for the Company's shares or under a share buy-back program of the Company.
The Management Board of the Company also informs of the adoption on July 14, 2026 of a Management Board resolution on establishing the rules for offering, subscribing for and acquiring series G ordinary bearer shares and launching the public offering of series G ordinary bearer shares offered by the Company and ordinary bearer shares of the Company owned by the Company's shareholder – Warsaw Equity Alternatywna Spółka Inwestycyjna S.A. with its registered office in Warsaw and sold by it under the public offering, including launching and establishing the rules for conducting the accelerated bookbuilding process for those shares (the “Board Resolution”), on the basis of which the Management Board of the Company decided to launch the Offering.
The Offering is conducted under the terms specified in the Emission Resolution, the Board Resolution and the Placement Agreement.
The Company plans to raise gross proceeds from the issuance of the New Issue Shares in a total amount of up to approximately PLN 80 million (i.e. before deducting issuance costs). The Company intends to use the net proceeds from the issuance of the New Issue Shares to continue the key development projects implemented by the Issuer in accordance with the development strategy for the years 2021-2026 adopted by the Issuer’s Management Board in June 2021, of which the Issuer informed in current report no. 12/2021 of June 16, 2021, including, first of all, those aimed at strengthening the Issuer’s position as a leading supplier of modern components and dual-use optoelectronic solutions (for military and civilian applications). A detailed description of the Company's planned use of the net proceeds from the issuance of the New Issue Shares was presented in the Company's current report no. 15/2026 of June 17, 2026.
The aforementioned planned amount of proceeds from the issuance of the New Issue Shares is preliminary and indicative and may be subject to change at a later stage, including depending on the course and outcome of the Offering, as well as, among other things, the situation in the sector in which the Company operates or macroeconomic conditions in the capital market.
Pursuant to the Board Resolution, the bookbuilding process for the Offered Shares (the “Bookbuilding Process”) will begin after the publication of this current report and is scheduled to be completed on July 15, 2026 at the latest.
Pursuant to the Emission Resolution, the issuance of the New Issue Shares is carried out with the exclusion of the pre-emptive rights of the existing shareholders of the Company. The New Issue Shares and the Sale Shares will be offered by way of private subscription, addressed exclusively to selected investors (upon receiving an invitation from the Offer Coordinator) who meet the following criteria: (i) are qualified investors within the meaning of Art. 2 lit. e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 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 (the “Prospectus Regulation”), pursuant to Art. 1 sec. 4 lit. a) of the Prospectus Regulation; or (ii) are investors who will acquire Offered Shares with a total value of at least EUR 100,000 per investor, pursuant to Art. 1 sec. 4 lit. d) of the Prospectus Regulation (collectively: the “Qualified Investors”). At the same time, on the terms specified in detail in the Emission Resolution and after meeting the conditions specified in that resolution, Qualified Investors who are shareholders of the Company and who, as at the end of the registration date for the Extraordinary General Meeting of the Company of July 13, 2026, i.e. as at the end of June 27, 2026 (the “Reference Date”), held at least 0.5% of the Company's shares at the General Meeting of the Company (each individually, provided that in the case of investment funds it may be the total number of shares held by more than one fund managed by the same investment fund company) (the “Eligible Investors”), will be entitled to a priority right to subscribe for the New Issue Shares before other Qualified Investors, in a number which, if subscribed for by a given shareholder, will enable them to maintain, after the New Issue Shares are issued, their percentage share in the total number of votes in the Company from the Reference Date (the “Priority Right”).
The Offered Shares will not be subject to public offering or sale in the territory of the United States of America, and the Offering will not be addressed to US investors. However, in the event that any US investor participates in the Offering, the Offered Shares will be offered and sold solely on the basis of applicable exemptions from registration requirements provided for in the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), including Regulation S issued thereunder (“Regulation S”). In any case, the Offering will be conducted in accordance with the applicable laws, including restrictions resulting from applicable international restrictions and sanctions. The Offering will be conducted without the obligation to prepare, approve and publish a prospectus or other informational (offering) document pursuant to the relevant provisions of the Prospectus Regulation.
Selected Qualified Investors will be invited to participate in the Bookbuilding Process by the Offer Coordinator, subject to the conditions and limitations resulting from legal regulations, the Emission Resolution and the Board Resolution. In order to participate in the Bookbuilding Process, Qualified Investors should be a party to an agreement on receiving and transmitting orders to acquire or dispose of financial instruments with the Offer Coordinator.
After the Bookbuilding Process is conducted, the Supervisory Board of the Company will determine the final issue price of the New Issue Shares (the “Issue Price”). Pursuant to the Placement Agreement, the sale price of the Sale Shares will be equal to the Issue Price (the “Sale Price”).
After the completion of the Bookbuilding Process, the Management Board of the Company, in consultation with the Offer Coordinator, will select the Qualified Investors to whom the Company will make offers to subscribe for the New Issue Shares or purchase the Sale Shares and will determine the final number of New Issue Shares to be offered to each such Qualified Investor and the Sale Shares to be sold to individual Qualified Investors, and the Qualified Investors will be required to pay the aggregate Issue Price for the New Issue Shares subscribed for by them and the aggregate Sale Price for the Sale Shares allocated to them.
It is planned that the final number of New Issue Shares and the final number of New Issue Shares to be offered by the Company to individual Qualified Investors will be determined by the Management Board of the Company, after consultation with the Offer Coordinator and on the basis of proposals submitted by the Offer Coordinator. Qualified Investors may be allocated: (i) only New Issue Shares or only Sale Shares, or (ii) both New Issue Shares and Sale Shares (in any proportion), provided that in making the allocation, New Issue Shares will have priority over Sale Shares. Eligible Investors, to the extent resulting from the Priority Right, will be allocated only New Issue Shares.
It is anticipated that agreements to subscribe for the New Issue Shares will be concluded between 17 and 22 July 2026, while payments of the aggregate Issue Price for the New Issue Shares subscribed for by a given investor should be made within the period specified in the subscription agreement, no later than by July 22, 2026, 16:00 CEST.
Pursuant to the Placement Agreement, it is anticipated that the sale of the Sale Shares will be carried out under block trades or in another manner indicated by the Offer Coordinator no later than on the next business day after the Company publishes, in the form of a current report, information on the determined Issue Price and Sale Price.
The Company will publish information on the completion of the Bookbuilding Process and the determination of the final number of Offered New Issue Shares, as well as the Issue Price and the Sale Price, in accordance with the applicable laws.
In the event that the Offering is completed, the Company intends to apply for the admission and introduction of the New Issue Shares and (provided that the conditions for such admission and introduction are met) the PDAs to trading on the regulated market (main market) operated by the WSE.
The detailed rules concerning, among other things, the subscription of the New Issue Shares, the sale of the Sale Shares, technical and organizational requirements, including detailed dates related to the Offering and the rules for exercising the Priority Right (the “Offering Rules”), are set out in Appendix 1 to this report.
The Management Board also informs that in connection with the launch of the Offering, the provisions of the Placement Agreement concerning the lock-up undertaking of the Issuer and the Shareholder regarding the Company's shares have entered into force.
LEGAL DISCLAIMERS
This current report is for informational purposes only, in the performance of the Issuer's legal information obligations, and is not in any way intended, directly or indirectly, to promote the offering, issuance and subscription of the Issuer's securities, including the New Issue Shares and the Sale Shares, and is not a promotional material or advertisement within the meaning of Art. 22 of the Prospectus Regulation, prepared or published by the Issuer for the purpose of promoting the New Issue Shares and the Sale Shares, or their subscription or acquisition, or encouraging, directly or indirectly, their subscription or acquisition. This current report does not contain or constitute an offer to sell or subscribe for securities, or an invitation to make an offer to acquire securities, or an encouragement/recommendation to acquire securities, including it does not constitute an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 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 (the “MAR Regulation”) and Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the MAR Regulation and under no circumstances does it constitute a basis for making a decision to acquire the Issuer's securities.
No prospectus will be made available in connection with the matters covered by this current report, and the preparation of such prospectus is not required pursuant to the Prospectus Regulation.
The New Issue Shares and the Sale Shares have not been and will not be registered, approved or notified pursuant to the provisions of the Prospectus Regulation or the U.S. Securities Act and may not be offered or sold outside the borders of the Republic of Poland (including in other European Union countries and the United States of America), unless in a given country such offer or sale could be made in accordance with the law, without the need for the Issuer and its advisors to meet any additional legal requirements, provided that the offering of the New Issue Shares and the Sale Shares will be conducted based on the applicable exemptions from registration requirements provided for in the U.S. Securities Act, in accordance with Regulation S issued thereunder. Any investor residing or established outside the borders of the Republic of Poland should familiarize themselves with the relevant provisions of Polish law and the laws of other countries that may apply to them in this regard.
The Offering will be conducted in accordance with the applicable laws, including that the New Issue Shares and the Sale Shares are not and will not be offered to entities that are subject to any sanctions adopted or enforced by: (i) the European Union or the Republic of Poland, including in particular Council Regulation (EU) No 833/2014 of July 31, 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine, Council Regulation (EC) No 765/2006 of May 18, 2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine, the Act of April 13, 2022 on special solutions to prevent support for aggression against Ukraine and to protect national security; (ii) the United Kingdom of Great Britain; (iii) the United Nations and (iv) other organizations and public institutions such as the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury, the US Department of State, His Majesty’s Treasury, or another competent authority imposing or enforcing sanctions applicable in Poland (“Sanctions”) or established in, operating in or resident in a country or territory subject to Sanctions (including, among others: Russia, Crimea, regions occupied by Russia in Ukraine, including the Donetsk People's Republic and the Luhansk People's Republic (in each case within the meaning of and in accordance with the relevant law and regulations on Sanctions), Belarus, Cuba, Iran, the Democratic People's Republic of Korea, Syria, Sudan and South Sudan).
This current report is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to local laws or other regulations, or which would create an obligation regarding authorization, notification, licensing or other requirements under relevant regulations. The distribution of this current report and other information related to them may be restricted by law, and persons who come into possession of any document or other information referred to in this material should inform themselves about and observe such restrictions. Failure to comply with these restrictions may constitute a violation of securities laws in a given jurisdiction.
THIS CURRENT REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO 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 ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN SUCH JURISDICTION AND SUBJECT TO CERTAIN EXCEPTIONS. THE ISSUER’S SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR PERSONS PERMANENTLY RESIDING OR ESTABLISHED IN THESE COUNTRIES.
This current report contains or may contain certain forward-looking statements regarding the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the beliefs and expectations of the Issuer's Management Board and involve a number of risks, uncertainties and assumptions that may occur in the future, are beyond the Issuer's control and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied in the forward-looking statements. Statements contained in this current report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to publicly update or review any forward-looking statements contained herein, nor does it intend to do so. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of publication of this current report. None of the statements contained in this current report constitutes or is intended to constitute a profit forecast or estimate, nor is it intended to suggest that the Issuer's profits in the current or future financial year will match or exceed the historical or published profits of the Issuer. In view of these risks, uncertainties and assumptions, the recipient should not place undue reliance on forward-looking statements as a prediction of actual results or otherwise.
Each investor or potential investor should conduct their own investigation, analysis and assessment of the operations and data described in this current report and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This current report has been published by the Issuer, which also bears sole responsibility for it. This current report has not been approved by any regulatory authority or stock exchange.
