Current report number 21/2023 from the June 1, 2023.
The Management Board of VIGO Photonics S.A. (hereinafter: the “Company”) informs that the Company received statements on the acquisition by the Authorized Persons of 2146 (say: two thousand one hundred and forty six) registered, non-transferable series A subscription warrants and 2070 (say: two thousand seventy) registered, non-transferable series B subscription warrants (“Warrants”) entitling to subscribe for the same number of series E ordinary bearer shares (“Incentive Shares”).
The issue of the Warrants depended on the fulfillment of the condition concerning the Company’s EBITDA of not less than PLN 29,500,000 (twenty-nine million five hundred thousand zlotys) for the financial year 2021. The result target (EBITDA adjusted, among others, for the impact of subsidies) was achieved in 98.64% (achieved EBIDTA value: PLN 29.12 million), therefore the number of Warrants for 2021 was reduced by 8%.
The value of the Incentive Scheme at the end of 2022 amounted to PLN 29,160 and was booked to increase the supplementary capital, which was announced by the Company in the periodic report – annual report for 2022.
Warrants were issued under the Incentive Scheme for the years 2021-2023, implemented on the basis of Resolution No. 6/18/10/2021 of the Extraordinary General Meeting of October 18, 2021 on (i) establishing the Incentive Scheme, (ii) adopting the Incentive Scheme Regulations , (iii) issue of series A and series B subscription warrants with the complete deprivation of the existing shareholders’ pre-emptive rights to the warrants, (iv) conditional increase of the share capital by way of the issue of series E shares with the revocation of the existing shareholders’ pre-emptive rights in their entirety, and (v) amendments to the Company’s Articles of Association (“Incentive Scheme”), about which the Company informed in current report No. 31/2021 of December 21, 2021, as well as in periodic reports.
According to the received statements, Members of the Company’s Management Board acquired a total of 2146 Warrants, and key employees of the Company acquired 2070 Warrants.
The Company informs that the Warrants have been acquired free of charge, and the holders of the Warrants will be entitled to acquire the Incentive Shares issued as part of the conditional increase of the Company’s share capital, excluding the pre-emptive rights of the other shareholders of the Company.
The right to acquire the Incentive Shares may be exercised by the Eligible Persons no later than by December 31, 2026.
Legal basis: Article 17 par. 1 MAR – confidential information.