mbf group – MBF Group

On behalf of the company, we are pleased to announce the signing of conditional preliminary agreements for the acquisition of shares in MBF Group SA. The agreements were concluded on July 22-23, 2024 with three individuals and one foreign legal entity. All agreements are contingent on the necessity of positive events, as we reported in our stock exchange reports.

Contract Details

The parties to the agreements agreed that the issue price of the shares would range between PLN 2.65 and PLN 3.15. The final issue price, in accordance with the Company’s Articles of Association, will be determined by the Issuer’s Supervisory Board. If there is a significant discount, the Board will negotiate an increase in the issue price. The potential share capital increase will take place pursuant to a Resolution of the Board of Directors agreed to by the Annual General Meeting of Shareholders on April 18, 2024, as reported in EBI Report No. 7/2024. The capital increase procedure will be carried out in accordance with Section 7d of the Company’s Articles of Incorporation, registered according to EBI Report 9/2024 dated May 7, 2024.

Terms and Conditions

The subscription of shares by investors is subject to the following conditions:

Continued delivery of 1,000 tons of unrefined rapeseed oil worth approximately PLN 4,966,500.00 net, according to ESPI Current Report No. 25/2024 dated April 17, 2024.
Commencement of delivery of 800 tons of unrefined rapeseed oil worth approximately PLN 2,700,000.00 net, according to ESPI Current Report No. 30/2024 dated April 28, 2024.
Commencement of delivery of 264 tons of unrefined rapeseed oil worth approximately PLN 960,000.00 net, according to ESPI Current Report No. 31/2024 dated April 28, 2024.

Alternatively, fulfillment of the conditions can be achieved by starting the delivery of another contract with parameters similar to point 2 or 3. Each party to the signed agreements will have the right to subscribe for between 20,000 and 200,000 shares upon fulfillment of the conditions and the issue price.

Significance for the Company

The Management Board of MBF Group SA believes that the acquisition of shares by new investors may have a significant impact on the Company’s financial and economic situation. The capital enhancement will allow the Company to increase its ability to fulfill contracts for the supply of rapeseed, sunflower and soybean oil, both refined and unrefined. Acquiring additional funding will enable more effective management of the contract execution process, which can translate into timely and quality deliveries. In addition, the additional capital will allow MBF Group SA to expand into new markets, which could increase its revenues.

Management commitment

The Management Board of MBF Group SA attaches great importance to the share capital increase and the fulfillment of the conditions contained in the preliminary agreements. The company is keen to meet these conditions quickly and efficiently so that it can implement planned investments and achieve strategic goals as soon as possible. The Board of Directors undertakes to promptly report on progress in meeting the conditions and finalizing the acquisition of shares. The process of unrefined rapeseed oil deliveries will be monitored on an ongoing basis, and if necessary, the Board will take appropriate steps to ensure timely fulfillment. The publication of this information is crucial due to its potential impact on the Company’s future financial, asset and economic position, as well as on the valuation of its shares on the NewConnect market.

The agreement was concluded with a company based in the Brest region of the Republic of Belarus. The plant is one of the largest producers of rapeseed oil in Belarus. The company is included in the national rapeseed program and is an official state supplier. The quality characteristics of our contractor’s oil allow it to be used both for biodiesel production and for consumption in the food industry. In addition, the company complies with relevant standards documented by quality certificates: GMP+, ISCC-EU, ISO 45001-2020. ISO 9001-2015 and others. The plant’s capacity allows it to process 300,000 tons of oilseeds per year.

The Issuer’s Management Board informs that the conclusion of the Agreement is of key importance to the Company in order to implement the concluded contract as soon as possible and to expand its offer with a range of food and technical oils. And with reference to ESPI Current Report No. 15/2023 dated. On April 28, 2023, in light of the Agreement signed above, the Issuer estimates that deliveries will begin no later than the 21st week of this year and will be carried out over the next 14 days (according to the arrangements and logistical capabilities of our buyer).

The entire order, worth approx. PLN 2.1 million should be realized no later than the end of the first half of June this year. Proper execution of the contract will open up the possibility for the Issuer to sign a long-term supply agreement for the contractor mentioned in ESPI Current Report No. 19/2023 dated. May 5, 2023. This will guarantee the Company a steady revenue of no less than PLN 8-10 million per year and strengthen its position in the market of suppliers and distributors of technical rapeseed oil.

Thanks to the conclusion of the Agreement, we can expand the catalog of our offer, and after the first realized deliveries (which we will keep informed about on our social media and through stock exchange announcements), we will try to enlarge the list of recipients with more contractors from Poland and Western Europe.

Signing of conditional preliminary share subscription agreements

Contract Details

Terms and Conditions

Significance for the Company

Management commitment

Portfolio kontrahentów i partnerów biznesowych

Contract to supply refined rapeseed oil to France

Framework agreements for permanent supply of food and technical rapeseed oil from Belarus