Cognor Holding has signed an agreement with its main shareholder to optimise the structure of a capital-raising transaction involving the issuance of up to 60 million new shares.
The funds raised through this issuance will be allocated, among other purposes, to the development of technological processes—including those serving the defence industry—and to achieving full self-sufficiency in input materials for the company’s rolling mills. This will enable Cognor to maximise the share of products with the highest added value in its revenue structure.
The investment will allow the company to effectively respond to a sharp increase in demand for steel in Poland and Europe, driven by a surge of infrastructure projects and favourable regulatory changes for Polish and European steel producers.
Cognor Holding has entered into an agreement with its majority shareholder, PS Holdco, which will allow investors participating in the offering to be allocated primarily shares already admitted to trading on the Warsaw Stock Exchange (WSE)—a structure widely preferred and valued by investors.
Capital Raise Structure Supported by PS Holdco
Cognor Holding plans to carry out a public offering of up to 60 million shares (SPO) through an accelerated book-building (ABB) process. To facilitate the smooth execution of the transaction, the company has signed an investment agreement with its main shareholder—PS Holdco sp. z o.o., controlled by Cognor Holding CEO Przemysław Sztuczkowski.
Under the agreement, PS Holdco will sell up to 43,582,938 existing shares already listed on the WSE as part of the ABB offering. All proceeds from this sale will then be used to subscribe, at the identical price, to the same number of newly issued shares—out of the planned issuance of up to 60 million shares, including 8,573,802 registered shares.
As a result, the number of shares held by the majority shareholder and CEO of Cognor Holding will remain unchanged, while all funds raised by PS Holdco in the ABB will be reinvested into the company through the subscription of new shares.
“When we announced the capital increase plan, as the founder and majority shareholder, I declared my full support for implementing the company’s strategic ambitions. This agreement is the material confirmation of that commitment and optimises both the structure and pace of the planned transaction. It provides investors with the comfort of acquiring shares already admitted and traded on the WSE—liquid and priced daily by the market. This transaction structure has become a standard for WSE-listed companies and is widely preferred by institutional investors,”
says Przemysław Sztuczkowski, CEO of Cognor Holding.
Funds to Support Advanced Steel Production and Strategic Sectors
“The funds raised through the SPO will allow the company to expand its technological infrastructure, enhance capabilities, and develop production of advanced steel grades with the highest purity and uniformity—those with the greatest added value. This will enable Cognor to better meet the expected surge in steel demand related to numerous major infrastructure projects entering the execution phase in Poland (including Centralny Port Komunikacyjny, nuclear energy, road and rail infrastructure, ports, offshore and onshore energy), as well as significant expected revival in infrastructure investments in Germany.
Another important growth driver is the wave of orders coming from the Polish and European defence industries, for which Cognor has been a proven supplier for years.
We also benefit from external factors such as new regulatory measures introduced at the EU level—including CBAM and the post-safeguard mechanism,”
adds Sztuczkowski.
Funds from the new share issuance will be used, among other areas, to improve production technologies for special steels, in response to sharply rising demand from customers manufacturing ammunition—including 155 mm artillery shells.
The capital raised will also support the expansion of billet production capacity at the Gliwice steel mill, which will give the Group full self-sufficiency in feedstock for its rolling mills. This will lead to greater integration, operational stability, and cost control across production processes.
Issuance Structure and Shareholder Rights
According to the draft resolutions published by Cognor Holding, the company intends to issue up to 60 million new shares, excluding pre-emptive rights for existing shareholders. However, investors holding at least 0.2% of the company’s shares will receive preferential allocation to maintain their current ownership proportion.
Once approved by the General Meeting, the shares will be offered via a public offering conducted through a private placement exempt from the requirement to prepare, approve, and publish a prospectus. The issue price will be determined based on the results of the book-building process.
Source: ceo.com.pl
