Current report number 36/2023 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THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR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 issuer’s management board, i.e. VIGO Photonics S.A. with its registered office in Ożarów Mazowiecki (hereinafter referred to as the “Issuer”), hereby informs that selected shareholders of the Company, i.e. Mirosław Grudzień, Janusz Kubrak, Józef Piotrowski and Zbigniew Więcław, concluded on October 25, 2023 lock-up agreements with WOOD & Company Financial Services, a.s. Spółka Akcyjna, Branch in
Poland (“WOOD”), which will act as the Global Coordinator and Joint Bookrunner as part of the possible offering of Series F Shares, and with IPOPEMA Securities S.A. (“IPOPEMA”, and together with WOOD as the “Joint Bookrunner”), which will act as the Joint Bookrunner as part of a possible offering of Series F Shares. Each lock-up agreement was concluded individually between a given shareholder and the Joint
Pursuant to the concluded lock-up agreements, the above-mentioned shareholders of the Issuer agreed not to dispose of the shares in the Issuer’s share capital held by them as at the date of conclusion of the lock-up agreements (and in the event of the acquisition of additional shares of the Issuer or rights to Series F Shares by the above-mentioned shareholders of the Issuer between the date conclusion of the lock-up agreement and the first day of quotation of Series F Shares in trading on the regulated market – also such Issuer’s shares or rights to Series F Shares) in the period from the date of conclusion of the lock-up agreement to the expiry of the last day of the 365-day period from the date of the first quotation of rights to Series F Shares or Series F Shares on the regulated market operated by the Warsaw Stock Exchange S.A. (whichever occurs earlier), without the prior written consent of each of the Joint Bookrunners. The obligation referred to above includes in particular the prohibition of selling and offering for sale shares held by the above-mentioned shareholders of the Issuer, while lock-up agreements provide for standard exceptions to the prohibition of disposing of shares for this type of agreements (including, among others, the possibility of sale of the Issuer’s shares in a tender offer to subscribe for the sale of the Issuer’s shares or as part of the purchase of the Issuer’s own shares).
In the case of Mirosław Grudzień, Janusz Kubrak and Zbigniew Więcław, the lock-up obligation applies to all shares held by these shareholders on the date of concluding the lock-up agreements, and
in the case of Józef Piotrowski – 80,200 shares (out of 85,037 held by this shareholder on the date of concluding the lock-up agreement).
Each of the lock-up agreements will expire in the event of failure of the offer of Series F Shares to be effective, and the failure of the offer of Series F Shares to be effective should be understood as a situation in which no Series F Shares will be issued until June 30, 2024 (inclusive). covered by the offer of Series F
Shares, in particular as a result of failure to adopt an appropriate issue resolution regarding the issue of Series F Shares by the Issuer’s General Meeting, cancellation of the offer of Series F Shares or failure
to register the increase in the Issuer’s share capital in relation to Series F Shares.
Legal basis: art. 17 section 1 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124 /EC, 2003/125/EC and 2004/72/EC (“MAR Regulation”).
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, incertainties 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.