For Investors
Current and periodic reports
NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Current report No. 16/2026
Date: July 7, 2026
Disclosure of inside information on the pricing of the issue of Notes
The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby discloses to the public inside information, that it has priced its tap offering (the “Offering”) of EUR 100,000,000 (one hundred million euro) aggregate principal amount of senior green notes due 2029 (the “New Notes”) at a yield to maturity (YTM) of 5.28 % and at 102.5 % of the aggregate principal amount thereof. Interest will be payable semi-annually.
The terms and conditions and interest rate of the New Notes are the same as those of the existing senior unsecured notes due 2029 in an aggregate principal amount of €300,000,000 (three hundred million euros) (ISIN: XS2914001750), the issuance of which the Company reported in current report No. 20/2024, and with which the New Notes will be consolidated and deemed to form a single series following the expiry of the 40-day distribution compliance period.
The Company intends to allocate an amount equal to the net proceeds from the Offering to the financing and/or refinancing of its eligible assets and expenditures that meet the eligibility criteria defined within its Green Financing Framework. Pending full allocation of an amount equal to the net proceeds of the Offering to Eligible Green Assets, the Company intends to use the gross proceeds of the Offering to (i) fund certain new developments or land acquisitions and (ii) pay fees and expenses in connection with the Offering.
The Offering is expected to close on or about 14 July 2026, subject to customary conditions precedent for similar transactions. In connection with the Offering, the initial purchasers may engage in stabilizing transactions with a view to supporting the market price of the New Notes at a level higher than that which might otherwise prevail. Any stabilizing action must be conducted in accordance with all applicable laws and rules.
It is the intention of the Company to apply to list the New Notes on the Official List of the Luxembourg Stock Exchange and for admission of the New Notes to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Pursuant to the provisions of Article 1(4)(a) of the Prospectus Regulation, in connection with the Offering no listing prospectus has been prepared, distributed or approved.
There can be no assurance that the Offering or the use of proceeds therefrom will be completed.
Legal basis:
Article 17(1) of MAR – Inside information.
Cautionary Statements
The Offering is being made by means of an offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. There can be no assurance that the Offering will be completed.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or applicable state or foreign securities laws and may not be offered or sold in the United States without registration under federal or applicable state securities laws or an applicable exemption from such registration requirements.
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the U.K. has been prepared and, therefore, offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
This press release has been prepared on the basis that any offer of the New Notes in the United Kingdom (the “UK”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”) from a requirement to publish a prospectus for offers of New Notes.
In connection with any issuance of the New Notes, a stabilizing manager, or persons acting on its behalf, may engage in overallotment, stabilizing transactions and syndicate covering transactions during the stabilization period or effect transactions with a view to supporting the market price of the New Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager or persons acting on its behalf will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the New Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the New Notes and 60 calendar days after the date of the allotment of the New Notes, as applicable. Any stabilization action or over-allotment must be conducted by the stabilizing manager or persons acting on its behalf in accordance with all applicable laws and rules.
Information to Distributors
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.
Forward Looking Statements
This press release contains forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements that reflect the Company’s current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements are based on the Company’s beliefs, assumptions and expectations regarding future events and trends that affect the Company’s future performance, taking into account all information currently available to the Company, and are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on the circumstances that may or may not occur in the future, and the Company cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to the Company or are within the Company’s control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.
NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Current report No. 15/2026
Date: July 7, 2026
Disclosure of delayed inside information on the issue of Notes
The Management Board of MLP Group S.A. with its registered office in Pruszków (the “Company”) hereby discloses to the public inside information, the disclosure of which was delayed on March 10 2026, in accordance with Article 17(1) and (4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC; 2003/125/EC and 2004/72/EC (the “MAR“).
Content of the delayed inside information:
The Company intends to issue up to €100 million senior green notes due 2029 (the “Notes”) and has launched an offering (the “Offering”) of the Notes.
The issue price will be determined at the time of pricing of the Notes, subject to market conditions.
The terms and conditions and interest rate of the Notes are the same as those of the existing senior unsecured notes due 2029 in an aggregate principal amount of €300,000,000 (three hundred million euros), the issuance of which the Company reported in current report No. 20/2024, and with which the Notes will be consolidated and deemed to form a single series following the expiry of the 40-day distribution compliance period.
The Company intends to allocate an amount equal to the net proceeds from the Offering to the financing and/or refinancing of its eligible assets and expenditures that meet the eligibility criteria defined within its Green Financing Framework. Pending full allocation of an amount equal to the net proceeds of the Offering to Eligible Green Assets, the Company intends to use the gross proceeds of the Offering to (i) fund certain new developments or land acquisitions and (ii) pay fees and expenses in connection with the Offering.
There can be no assurance that the Offering and use of proceeds therefrom will be completed.
The Offering of the Notes will be made to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.
The Offering is addressed solely to qualified investors in the meaning of the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th, 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, as amended). Pursuant to Article 1(4)(a) thereof, no listing prospectus has been prepared, published or approved by any supervisory authority in connection with the Offering.
It is the intention of the Company to apply to list the Notes on the Official List of the Luxembourg Stock Exchange and for admission of the Notes to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Reasons justifying the delay of the disclosure of inside information:
In the opinion of the Management Board, the delay in the disclosure of the above Inside Information of March 10, 2026 meets the conditions set out in MAR and in the guidelines of the European Securities and Markets Authority regarding the delay of the disclosure of inside information at the time of the decision to delay the disclosure of inside information.
Earlier public disclosure of information about the issue of the Notes at the initial stage, whereas this stage could have ended with a negative decision to withdraw from the issue of the Notes, could have violated the interests of the Company.
In the opinion of the Company’s Management Board, in the described circumstances, immediate disclosure of information on the issue of the Notes raised the risk of violating the legitimate interests of the Company and its Capital Group. Disclosure of such information could create premises for investors investing in both shares and notes to make investment decisions not justified by the Company’s situation. As a result, it could damage the good name of the Company as an issuer present on both the stock and note markets.
In the opinion of the Company’s Management Board, there were no indications that the delay in disclosure of the Inside Information could have misled investors.
In the opinion of the Company’s Management Board, the confidentiality of the Inside Information was ensured, in particular, by exercising due diligence to keep it confidential, which also included the preparation of a list of persons having access to the Inside Information in question in accordance with Article 18 of MAR, which was monitored on an ongoing basis and, if necessary, updated.
Legal basis:
Article 17(1) and (4) of MAR – Inside information.
Cautionary Statements
The Offering is being made by means of an offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. There can be no assurance that the Offering will be completed.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or applicable state or foreign securities laws and may not be offered or sold in the United States without registration under federal or applicable state securities laws or an applicable exemption from such registration requirements.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the U.K. has been prepared and, therefore, offering, selling or distributing the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
This press release has been prepared on the basis that any offer of the Notes in the United Kingdom (the “UK”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”) from a requirement to publish a prospectus for offers of Notes.
In connection with any issuance of the Notes, a stabilizing manager, or persons acting on its behalf, may engage in overallotment, stabilizing transactions and syndicate covering transactions during the stabilization period or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager or persons acting on its behalf will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes, as applicable. Any stabilization action or over-allotment must be conducted by the stabilizing manager or persons acting on its behalf in accordance with all applicable laws and rules.
Information to Distributors
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.
Forward Looking Statements
This press release contains forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements that reflect the Company’s current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements are based on the Company’s beliefs, assumptions and expectations regarding future events and trends that affect the Company’s future performance, taking into account all information currently available to the Company, and are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on the circumstances that may or may not occur in the future, and the Company cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to the Company or are within the Company’s control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.
The Management Board of MLP Group S.A. (the “Company”) hereby announces that on 3 July 2026, the Company received from a person discharging managerial responsibilities i.e. Mr. Radosław T. Krochta – President of the Management Board, the notifications referred to in Article 19(1) of the Market Abuse Regulation (MAR) concerning the transactions in the Company’s shares. The notifications relate to transactions executed between 16 December 2024 and 23 December 2024, as well as on 3 July 2026.
The notifications are attached to this current report.
Legal basis:
Article 19(3) of the Market Abuse Regulation (MAR) – notification of transactions conducted by persons discharging managerial responsibilities.
Investor Calendar
Financial data
Key financial data
2 039 198 m2
In the investment process
3.233 bn PLN
Net asset value
130.6 mln PLN
Revenues
32.5 mln PLN
Net profit
*Data as of March 31, 2026
Information materials
Shareholder structure
share in the share capital providing the same number of votes at the AGM
Shareholders
Shareholder structure
The Company's majority shareholder is Cajamarca Holland B.V., which holds 10,242,726 shares, representing 42.69% of the Company's share capital and entitling it to exercise 42.69% of the total number and votes at the General Meeting.
General Meeting
Contact
Contact details for retail investors and financial media
Lark Promotion Agency Mariusz Skowronek
Tel: 0 698 612 866
Email: mskowronek@larkpro.pl
MLP Group ul. 3 Maja 8, 05-800 Pruszków
Tel: 22 738 30 10, 738 30 11
Email: info@mlpgroup.com, ir@mlpgroup.com
Contact
Contact details for institutional investors and analysts
Piotr Owdziej
Tel: +48 697 612 913, +48 22 440 1 440
Email: piotr.owdziej@ccgroup.pl
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