Further to the information regarding the signing of a letter of intent referred to in ESPI Current Report No. 15/2025 dated April 16, 2025, the Management Board of Polska Grupa Militarna S.A., with its registered office in Warsaw (the Issuer), hereby announces that on April 29, 2025, the Issuer and its largest shareholder, CPAR Limited, entered into an agreement with Grupa Niewiadów S.A. (GNSA) and the shareholders of GNSA, setting forth the detailed terms and conditions of the Issuer’s acquisition of Grupa Niewiadów S.A.
According to the terms of the agreement:
1. The Issuer will issue 100,000,000 new registered shares, which will be subscribed by GNSA shareholders in exchange for a non-cash contribution (in-kind contribution) in the form of shares representing 100% of GNSA’s share capital;
2. GNSA will become a wholly-owned subsidiary of the Issuer, and GNSA’s existing shareholders will become the majority shareholders of the Issuer;
3. The Issuer will issue up to 20,000,000 new bearer shares, excluding existing shareholders’ preemptive rights, in order to raise capital for the further development of the merged entity (the Issuer and GNSA);
4. The Issuer’s name will be changed to “Grupa Niewiadów – PGM S.A.”;
5. Three individuals nominated by the existing shareholders of GNSA will be appointed to the Issuer’s Supervisory Board;
6. In addition to Radomir Wożniak, members of the GNSA Management Board—namely Grzegorz Niedzielski, who will also serve as Chairman of the Issuer’s Management Board, and Zygmunt Spychała—will be appointed to the Issuer’s Management Board;
7. The Issuer will take steps to transfer the listing of the Issuer’s shares to the regulated market of the Warsaw Stock Exchange.
The agreement sets out the following schedule of activities:
– convening the Issuer’s General Meeting to adopt all resolutions necessary to implement the plans described above – April 29, 2025;
– Publication of the valuation of the contribution in kind consisting of shares representing 100% of GNSA’s share capital, together with the auditor’s opinion – April 29, 2025;
– the Issuer’s General Meeting, with the agenda including the adoption of all resolutions necessary to implement the plans described above – May 26, 2025;
– the execution of agreements to subscribe for 100,000,000 new registered shares in exchange for a non-cash contribution (in-kind contribution) in the form of shares representing 100% of GNSA’s share capital – May 26, 2025;
– the merger of the Issuer and GNSA, pursuant to Article 516 of the Commercial Companies Code, – prior to the transfer of the Issuer’s shares to the regulated market of the Warsaw Stock Exchange.
The Issuer notes that the execution of the agreement is subject to the following conditions being met:
1. GNSA shareholders receiving a positive due diligence report on the Issuer, currently being conducted by a reputable law firm,
2. the Issuer’s General Meeting adopting all resolutions necessary to implement the plans described above;
3. the absence of a material adverse change in the circumstances of the Issuer or GNSA.
The Issuer notes that GNSA is a Polish defense industry holding company with over 100 years of tradition in the arms sector. The companies of the GNSA Group specialize in the production and supply of ammunition, weapons, and military equipment, as well as in the implementation of research and development projects for the defense sector. The GNSA Group includes, among others, Zakład Sprzętu Precyzyjnego “Niewiadów,” which is responsible for the development of a modern 155 mm artillery ammunition factory. More information about GNSA can be found at https://gnsa.com.