VIGO Photonics plans to obtain financial resources to accelerate the development of the Company

• The EGM of VIGO Photonics convened on November 20, 2023 will decide to increase the share capital by issuing Series F Shares and to authorize the Company's Management Board to offer shares by way of a public offering addressed to specific categories of investors based on the exemption from the obligation to prepare, approve and make available to the public prospectus messages
• The funds obtained from the issue will be used to support both the further development of the core business as well as initiatives aimed at scaling VIGO's operations
• The funds obtained will finance sales growth by supporting operational activities throughout the value chain, in particular investments in the development of own sales structures, development of technologies and activities in the area of ​​infrared detector array technology, as well as photonic integrated circuit (PIC) technologies, including the initial phase of the HyperPIC project included in IPCEI by the EC

An Extraordinary General Meeting ("EGM") of VIGO Photonics S.A. was convened on November 20, 2023. ("Company"), which will decide to increase the Company's share capital.

 

The draft Resolution of the EGM provides for an increase in the share capital by no more than PLN 145,799 through the issue of no more than 145,799 Series F Shares (the “Issuance Resolution“).

 

The issue of Series F Shares will take place in the form of a private subscription within the meaning of Art. 431 par. 2 point 1 of the Commercial Companies Code, carried out by way of a public offering within the meaning of Art. 2 letter d Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 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 (“Regulation”), excluded from the provisions of Art. 3 section 1 of the Regulation, the obligation to publish a prospectus, in particular pursuant to Art. 1 section 4 letter a) or d) of the Regulation, depending on the choice of the Company’s Management Board, by addressing it exclusively to: qualified investors within the meaning of Art. 2 letter e) Regulation or investors who will acquire Series F Shares with a total value of at least EUR 100,000 per investor (“Qualified Investors”). The selection of Qualified Investors who will receive offers to subscribe for Series F Shares will be made taking into account the book building process or other investor acquisition process.

 

According to the draft of the Issue Resolution, the Company’s shareholders holding at least 0.5% of the Company’s shares as at the end of the registration day for the EGM (“Eligible Investors”, “Reference Day”) will be entitled, on the terms set out in the Issue Resolution, to priority access to Series F Shares in a number enabling the Authorized Investor to maintain a share in the total number of votes at the General Meeting of the Company that is not lower than the share that this Authorized Investor had at the end of the Reference Day.

 

The purpose of the share issue is to obtain funds that will enable the continuation of the most important development projects implemented by the Company, in accordance with the development strategy for 2021-2026 adopted by the Company’s Management Board in June 2021, including, depending on the decision of the Company’s Management Board:

 

• Accelerating sales growth in development initiatives constituting the Company's core business (sales of infrared detectors and modules and semiconductor materials), by supporting operational activities throughout the value chain, in particular investments in the development of own sales structures in key markets and continued development of technologies and new products , in order to further strengthen the Company's position as a leading supplier of mid-infrared photon detectors and a supplier of semiconductor materials for applications in photonics and microelectronics.
• Continuation of the project related to the development of infrared detector array technology for civilian and military applications and the launch of serial production of infrared detector arrays.
• Implementation of a project related to the development of photonic integrated circuit technologies and their subsequent implementation into serial production. The share issue is intended to finance the initial phase of the HyperPIC project under the Important Projects of Common European Interest program, for which the Company obtained a decision from the European Commission approving public aid in the amount of up to EUR 102.9 million. The decision to grant the Company funding and the determination of the final amount of funding will be made as part of the competition procedure under the European Funds for a Modern Economy program. Entities for which the European Commission has issued a positive decision allowing aid will be able to apply for funding. The Company expects that the implementation of the HyperPIC project will allow the Company to significantly scale its business by becoming a leading supplier of integrated mid-infrared sensor solutions.

 

VIGO Photonics is a technological leader in mid-infrared applications, which are strongly supported by long-term megatrends, including: miniaturization of systems, the Internet of Things, consumer electronics, automotive or security related to national defense, or securing the value chain in chip production and the development of the semiconductor industry in Europe. We operate in dynamically developing niches of the photonics industry, primarily in the market of mid-infrared detectors and detection modules, which is our core market, but we also want to expand further into other promising areas. First of all, the area of ​​infrared matrices for military and space applications, and the pioneering technology of photonic integrated circuits (PIC - Photonic Integrated Circuit) in the HyperPIC project. We also want to develop our foreign sales structures - says Adam Piotrowski, President of the Management Board of VIGO Photonics.

 

The funds obtained from the issue will enable us to obtain financing that will accelerate the company's development in the current business environment. On the one hand, there are favorable global market megatrends, but on the other hand, there is a need to introduce continuous innovations and technological and product development, responding to the demand for technological solutions in many sectors of the global economy. Hence our desire to accelerate a stronger entry into new areas, where, thanks to many years of experience and know-how, we can become an important player, and in the case of PIC systems - even a global technology pioneer. The EC's decision approving public aid of up to EUR 102.9 million for our HyperPIC project is a very important milestone in VIGO's development financing strategy. We still have to go through the competition procedure in the European Funds for a Modern Economy (FENG) program. The EC's decision also confirms the high innovativeness of the project and enables applying for FENG funds to support IPCEI projects - says Łukasz Piekarski, member of the management board and financial director of VIGO Photonics.

 

For almost fourteen years of active partnership with the Company, we have co-created the history of its growth. We have proudly watched the Company evolve to become one of the leading players in the photonics industry in Europe. The consistently implemented strategy brought the expected results, meeting our original investment assumptions. Thanks to this, we have ended an important period from our perspective, which is a good moment to analyze potential strategic options - emphasizes Krzysztof Dziewicki, President of the Management Board of Warsaw Equity Management S.A.

 

In addition, we see a clear increase in demand for our detectors used in the military segment - this is, of course, related to the geopolitical situation and growing defense spending. In Poland, we have recently signed a contract for the supply of detectors used in automatic fire detection and extinguishing systems to the PGZ Group, as well as a letter of intent with PCO regarding the implementation of the infrared matrices we are developing for mass production and use in the Polish army. We are also counting on the American market and the first military contracts. The market for military applications will undoubtedly develop dynamically in the coming years, says Adam Piotrowski.

I am convinced that VIGO is very well prepared for expansion in existing and new areas - the market environment is favorable. In addition, our unique competitive advantages give us the opportunity to both scale our business and prepare virtually any innovative and unique products in their class, appreciated by the world's largest players. The implementation of our development vision should contribute to the increase in long-term value for all stakeholders of our company - sums up Adam Piotrowski.

 

In connection with the possible offering of Series F Shares, the role of Global Coordinator and Co-Bookrunner will be WOOD & Company Financial Services, a.s. Spółka Akcyjna, Branch in Poland, and IPOPEMA Securities S.A. will act as the Joint Bookrunner. The legal advisor to the Joint Bookrunners is the Rymarz Zdort Maruta law firm. The company’s legal advisor is the Tomczykowski Tomczykowska law firm, and cc group sp. z o.o. serves as Advisor to the Company’s Management Board in the field of investor relations.

 

Contact for media and individual investors:

Piotr Piotrowski, cc group

piotr.piotrowski@ccgroup.pl, +48 697 613 010

 

Contact for institutional investors:

Małgorzata Młynarska, cc group

malgorzata.mlynarska@ccgroup.pl, +48 697 613 709