Current reports
Current report no. 27/2026
Notification of the planned announcement of a tender offer for the sale of shares in the Company
Legal basis:
Article 17(1) of the MAR Regulation – inside information.
Content of the report:
The Management Board of ZE PAK S.A. (the "Company") hereby announces that on 2 October 2026, the Company received a notification from the Company's shareholder, i.e. Argumenol Investment Company Limited with its registered office in Limassol, Cyprus ("Argumenol"), holding 33,523,911 shares in the Company representing approximately 65.96% of the Company's share capital and the total number of votes in the Company, regarding Argumenol's intention to announce a voluntary tender offer pursuant to Article 72a(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies in respect of the sale of 17,299,636 shares in the Company, representing approximately 34.04% of the share capital and of the total number of votes in the Company (the "Tender Offer"), for the purposes of increasing its shareholding in the Company to 100% (the "Notification"). According to the Notification, the shareholders of the Company will be offered a price of 18.00 PLN per one share in the Company.
The Tender Offer will be announced subject to a condition precedent, i.e. the execution by ZE PAK and Argumenol of a strategic cooperation agreement, which is to govern in particular:
1) the terms of the provision by Argumenol of financial and strategic advisory services to the Company, including such services in connection with the transformation of the Company's business model,
2) the terms of cooperation between the Company and Argumenol in connection with the transformation of the Company's business model,
3) the terms of cooperation between the Company and Argumenol in connection with activities related to the anticipated delisting of the Company's shares from the regulated market, and
4) the terms of the management and exchange of information between the parties, including inside information.
Furthermore, according to the information contained in the Notification:
- Argumenol, as the largest shareholder of the Company, intends to continue to actively support ZE PAK group with the execution of its transformation and its further development in pursuit of a more sustainable and diversified business model;
- the Company is in the process of fundamentally transforming its business model in response to the dynamic transformation of the European and Polish energy sector and the phase-out of lignite-based power generation;
- the implementation of these plans will, however, require a number of complex and long-term measures as well as significant capital expenditures, including the restructuring of the existing cost base, reclamation requiring substantial financial outlays and the redevelopment of post-mining areas, decisions regarding the future of the remaining conventional assets and infrastructure, and significant capital expenditures related to the development of new generation sources;
- the ZE PAK group is experiencing a period of transition in which its ability to generate financial surpluses available for distribution to shareholders is significantly constrained, which results from the gradual phase-out of cash flows generated by coal operations, the persisting cost base, rising debt levels and further investment needs;
- the ZE PAK group faces a number of significant challenges related to building its target asset mix.
Argumenol therefore intends to provide all minority shareholders with an opportunity to exit their investment in the Company by selling their shares in the Tender Offer.
The full text of the Notification is attached as an appendix to this current report.
Signatures of persons representing the Company:
Piotr Żak – President of the Management Board
Bartłomiej Drywa – Vice President of the Management Board
Maciej Nietopiel – Vice President of the Management Board