Current report number 34/2023 from the October 25, 2023.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN ANY PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER COUNTRY WHERE TO DO SO WOULD BE PROHIBITED BY LAW. THIS MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION TO OR AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE READ THE LEGAL DISCLAIMER AT THE END OF THIS CURRENT REPORT.
The Management Board of the Issuer, i.e. VIGO Photonics S.A., with registered office in Ożarów Mazowiecki (hereinafter the “Issuer”), hereby decides to convene an Extraordinary General Meeting (hereinafter the “EGM”) to be held on 20 November 2023, at 10.00 a.m. at the Issuer’s registered office in Ożarów Mazowiecki (address: ul. Poznańska 129/133, 05-850 Ożarów Mazowiecki).
The full announcement on convening the EGM along with the content of draft resolutions and documents to be discussed at the EGM is attached for public information by the Issuer’s Management Board. The documents in question are also available on the website https://vigophotonics.com/pl/relacje-inwestorskie/o-vigo/walne-zgromadzenie/.
At the same time, the Issuer’s Management Board informs that the Issuer’s Supervisory Board positively
assessed the proposed agenda of the EGM as well as the matters to be the subject of the EGM resolutions on 25 October 2023.
The Issuer’s Management Board also announces that in connection with the potential offering of Series
F Shares it has selected WOOD & Company Financial Services, a.s. Spółka Akcyjna, Branch in Poland to act as Global Coordinator and Joint Bookrunner and IPOPEMA Securities S.A. to act as Joint Bookrunner.
Legal basis: Article 56(1)(2a) of the Act of 29 July 2005 on public offerings and conditions for the introduction of financial instruments to the organised trading system and on public companies and § 19(1)(1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.
This current report is for information purposes only in the Issuer’s performance of its disclosure obligations as required by law and is not for the purpose of promoting in any way, directly or indirectly, the offer, issue and subscription of the Issuer’s securities, including the Issuer’s new issue series F shares (the “New Issue Shares”) and does not constitute promotional material or advertising within the meaning of Article 22 of EU Regulation 2017/1129 (the “Prospectus Regulation”), prepared or published by the Issuer for the purpose of promoting the New Issue Shares or their subscription or encouraging, directly or indirectly, their subscription. This current report does not contain or constitute an offer to sell or subscribe for securities or an invitation to make an offer to purchase securities or an inducement/recommendation to purchase securities, nor does it constitute an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) No. 596/2014) and Commission Delegated Regulation (EU) 2016/958 supplementing the Market Abuse Regulation and does not under any circumstances constitute the basis for a decision to purchase securities of the Issuer.
No prospectus will be released in connection with the matters that are the subject of this current report and the preparation of such prospectus is not required under the Prospectus Regulation.
The New Issue Shares, if any, have not been and will not be the subject of any registration, approval
or notification under the Prospectus Regulation or the US Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold outside the territory of the Republic of Poland (including other countries of the European Union and the United States of America) unless such offer or sale could be lawfully made in the relevant country without the Issuer and its advisers having to comply with any additional legal requirements. Each investor residing or having its registered office outside the territory of the Republic of Poland should familiarise itself with the relevant provisions of the Polish law and the laws of other countries which may apply to it in this respect.
This current report is not 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 with respect to authorisation, notification, consent or other requirements under applicable laws. The distribution of this current report and other related information may be restricted by law and persons into whose possession any document or other information referred to in this material comes should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction.
THIS CURRENT REPORT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE DEPENDENT TERRITORIES AND OVERSEAS POSSESSIONS OF THE UNITED STATES AND THE DISTRICT OF COLOMBIA), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 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 THE REPUBLIC OF SOUTH AFRICA OR PERSONS RESIDENT OR DOMICILED IN SUCH COUNTRIES.
This current report contains or may contain certain forward-looking statements relating to the Issuer’s current expectations and projections of future events. These statements, which sometimes contain 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 and involve a number of risks, uncertainties and assumptions that may occur in the future, are beyond the control of the Issuer and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied by the forward-looking statement. Statements 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 revise any forward-looking statements contained herein, nor does it intend to do so. Undue reliance should not be placed on forward-looking statements, which reflect only beliefs as of the date of this current report. Nothing in this current report constitutes or is intended to constitute a forecast or estimate of earnings or to imply that the Issuer’s earnings in the current or future financial year will match or exceed the Issuer’s historical or published earnings. In view of the risks, uncertainties and assumptions mentioned, the recipient should not place undue reliance on forward-looking statements as a forecast of actual results or otherwise.
This current report has been published by the Issuer, which is also solely responsible for it.