Current report (EN) 16/2026
01/06/2026 • 17:22
Topic:
Execution of a placement agreement and commencement of the sale of Vercom S.A. shares through an accelerated book-building process
Legal basis:
Article 17(1) of the MAR Regulation – confidential information
Content:
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE NOT SUBJECT TO PUBLICATION, RELEASE, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE
UNITED STATES OF AMERICA OR IN OTHER COUNTRIES WHERE SUCH PUBLICATION, RELEASE, DISTRIBUTION OR DISSEMINATION IS LEGALLY PROHIBITED OR SUBJECT TO RESTRICTIONS. THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLYAND IS PUBLISHED IN PERFORMANCE OF THE STATUTORY DISCLOSURE OBLIGATION INCUMBENT UPON THE COMPANY. PLEASE REFER TO THE LEGAL DISCLAIMER SET OUT AT THE END OF THIS CURRENT REPORT.
The Management Board of cyber_Folks S.A. with its registered office in Poznań (the „Company”) hereby announces that on 1st June 2026, a placement agreement (the „Placement Agreement”) was entered into between the Company and: (i) mBank S.A. with its registered office in Warsaw, (ii) WOOD _ Company Financial Services, a.s. Spółka Akcyjna, Branch in Poland, as Global Coordinator, (iii) Pekao Investment Banking S.A. with its registered office in Warsaw, and (iv) Bank Polska Kasa Opieki S.A. – Biuro Maklerskie Pekao with its registered office in Warsaw (together the „Joint Bookrunners” or the „Managers”).The Placement Agreement governs the conduct of an accelerated bookbuilding
process aimed at the sale by the Company of no more than 4,340,405 shares in Vercom S.A. with its registered office in Poznań („Vercom”), representing no more than 19,53% of the share capital and total voting rights in Vercom (the „Sale Shares”) (the „ABB”). The final number of Sale Shares as well as the price shall be determined by the Management
Board of the Company in agreement with the Managers, based on the results of the ABB.Assuming the sale of all Sale Shares under the ABB, the Company will hold 6,668,164 shares in Vercom, representing 30% of the share capital and total voting rights in Vercom.
The ABB will commence immediately following the publication of this current report and may be completed at any time. The Company reserves the right to modify the terms or timetable of the ABB at any time, as well as to suspend or cancel the ABB at any time.The Company’s intention is to maintain its status as a strategic investor in Vercom and to continue actively supporting Vercom’s dynamic growth. The Company emphasises that maintaining the target level of involvement at 30% of Vercom’s share capital will enable the Company to retain its personal entitlement to appoint two members of the Supervisory Board of Vercom. The Company believes that this level of shareholding is
sufficient to preserve its strategic relationship with Vercom and to support the continued execution of the Company’s business and strategic objectives associated with Vercom’s ongoing development. The proceeds from the sale of the Sale Shares will be allocated to financing the Company’s further development, with particular emphasis on the
implementation of acquisition activities.In order to conduct the ABB, the Company obtained a release of the Sale
Shares from registered pledges and financial pledges established as security in connection with the loan agreement dated 10 January 2025.The offer of the Sale Shares under the ABB does not require the preparation, approval or publication of a prospectus or any other information (offering) document within the meaning of the applicable regulations, including pursuant to 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 (the Prospectus Regulation”), as it will be addressed exclusively to selected investors meeting specified criteria, i.e. in Poland and outside the United States of America pursuant to Regulation S under the U.S. Securities Act of 1933, as amended, and in the United States of America to Qualified Institutional Buyers within the meaning of and in accordance with Rule 144A promulgated under the U.S. Securities Act of 1933, as amended. The ABB process is addressed exclusively to (i) qualified investors within the meaning of the Prospectus Regulation (including to the extent it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018), or to (ii) investors who acquire securities with a total value of at least EUR 100,000 per investor, on account of which (in either case) the requirement to publish a prospectus will not apply, pursuant to Article 1(4)(a) and/or Article 1(4)(d) of the Prospectus Regulation. The Placement Agreement contains provisions typical of placement agreements entered into in similar transactions, in particular: (i) conditions for conducting the ABB, including the execution by the parties of a pricing supplement specifying the final number and price of the Sale Shares; (ii) representations and warranties of the Company in the scope standard for agreements of this type entered into in transactions similar to the ABB; (iii) an indemnification clause releasing the Managers and other
specified persons from liability and any obligation to perform in respect of certain claims, liabilities or costs that may be asserted against or incurred by the Managers or specified persons in connection with the Placement Agreement; and (iv) circumstances in which the Managers may terminate it with effect on all parties, in particular if any of the Company’s representations or warranties are or become untrue or inaccurate, or if market conditions deteriorate materially. In connection with the ABB, the Company has undertaken, subject to the exceptions specified in the Placement Agreement, to comply with a lock-up restriction of the shares in Vercom held by it following the ABB for a period of 720 days from the settlement date of the sale of the Sale Shares under the ABB.
LEGAL DISCLAIMER This current report is for information purposes only and is published in performance of the
Company’s statutory disclosure obligations required by law. This communication does not constitute an advertisement within the meaning of Article 22 of 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 (the „Prospectus Regulation”).The securities referred to in this communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the „U.S.
Securities Act”), and may not be offered or sold in the United States of America (or to investors who are „U.S. persons” (as defined in Regulation S) or those acting on account of or for the benefit of U.S. persons), or in Australia, Canada or Japan, or in any other jurisdiction where such offer or sale would be unlawful, except in an offer directed to Qualified Institutional Buyers in accordance with Rule 144A promulgated under the U.S. Securities Act, pursuant to another exemption from the registration requirement, or in a transaction not subject to the registration requirement under the U.S. Securities Act.This communication and any part thereof is not intended for distribution, directly or indirectly, to or in Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where such distribution, publication or use would be subject to restrictions or would be unlawful.The securities referred to in this communication will not be offered to persons subject to sanctions imposed or enforced by the government of the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State), the United Nations Security Council, the European Union, the Minister of Internal Affairs and Administration, or other competent sanctions authorities („Sanctions”), including the Sale Shares will not be offered to persons domiciled or resident in any country, region or territory subject to Sanctions, including but not limited to the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Myanmar, Syria, Sudan, South Sudan, Russia and Belarus, including as arising from the provisions of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine (as amended), and Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive
measures in respect of President Alexander Lukashenko and certain officials of Belarus (as amended).This
communication (and the information contained herein) does not contain or constitute an offer to sell securities, an invitation to make an offer to acquire securities, or an inducement or recommendation to acquire securities, and shall not in any circumstances constitute a basis for making a decision to acquire securities. No action has been taken that
would permit the offering of securities or the possession or distribution of this communication in any jurisdiction where action for that purpose would be required. This current report does not constitute a recommendation regarding an investor’s decision with respect to the transaction referred to in this communication.None of the Managers, their affiliates, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or
makes any representation or warranty, express or implied, as to thetruth, accuracy or completeness of the information contained in this communication.This current report is not intended for dissemination or use by any person or entity in any jurisdiction where such dissemination or use would be contrary to local laws or other regulations, or which would create any authorisation, notification, permission or other requirement arising from applicable law. The distribution of this current report and other related information may be restricted by law, and persons who come into fpossession of any document or other information referred to in this current report should inform themselves about, and observe, any such
restrictions. Failure to comply with those restrictions may constitute a violation of securities laws in a given jurisdiction. In some jurisdictions the distribution of this current report may be unlawful.
THIS CURRENT REPORT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION, SUBJECT TO CERTAIN EXCEPTIONS. THE 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 SOUTH AFRICA OR PERSONS HAVING THEIR HABITUAL RESIDENCE OR REGISTERED OFFICE IN THOSE COUNTRIES.
Each investor domiciled or having its registered office outside the Republic of Poland should familiarise itself with the relevant provisions of Polish law and the laws of other countries that may apply to it in this regard. Each investor or prospective investor should conduct its own investigation, analysis and assessment of publicly available
information. This report does not identify or suggest risks that may be associated with an investment in the securities referred to in this communication.