Acciona Plans to Subscribe for 100 Million Shares in Mostostal Capital Increase

Key Facts

Mostostal Warszawa said it received a letter on November 10 from Acciona Construcción Polska, its controlling shareholder, confirming its intention in principle to participate in a capital increase. The company published a report on the letter on November 11, 2026. Acciona holds 62.13% of the total votes at the general meeting, making its position important to the proposed issue. The company plans to issue new Series Six shares with pre-emptive rights for existing shareholders. The letter does not amount to an unconditional commitment to subscribe, however, as Acciona tied its intention to specific requirements.

Acciona set a limit of 100 million new shares for its proposed participation, at an issue price of 2.75 zlotys per share. If investors subscribe for all the shares and pay for them, the company's gross proceeds could reach 275 million zlotys. Mostostal said the amount could strengthen its equity and liquidity, while the final sum will depend on the number of shares subscribed for and paid up. The announced figure therefore represents potential proceeds from a fully subscribed issue, not a guaranteed amount. Acciona also stipulated that the issue be carried out under the general meeting's resolution and at the stated price, and that the company publish the required offering document in advance.

The proposal follows approval by an extraordinary general meeting of a capital increase with pre-emptive rights for existing shareholders. About 99% of votes cast supported the resolution in an October 30 vote, according to a company statement published on November 3. Pre-emptive rights give existing shareholders priority to subscribe for new shares, subject to the issue terms. The resolution set November 30, 2026, as the record date for these rights, entitling shareholders who own the shares on that date to benefit from the priority. The date provides a timeline marker for shareholders before the offering details are finalized. Acciona's participation remains conditional on meeting the requirements in its letter and the offering procedures.

The company is proposing the capital increase as its management describes its financial position as difficult. On October 27, management said the improvement in results in recent periods did not remove structural challenges related to liquidity, the level of equity and access to external financing. It also said Acciona's proposed participation could strengthen equity and liquidity if the issue is carried out and fully subscribed and paid up. In its statement on recapitalization terms, the company said the Polish Financial Supervision Authority had approved a minimum tender-offer price of 2.75 zlotys per share, which it said was equivalent to the fair value established in a valuation commissioned by the authority. Management also said the valuations based on income and asset methodologies both resulted in negative values.

Mostostal's management said the next steps include preparing and carrying out the share issue, then registering the capital increase, subject to regulatory and procedural requirements. Publication of the required offering document in advance remains a condition of Acciona's stated intention, alongside carrying out the issue under the general meeting's resolution and at the specified price. November 30, 2026, is the record date for pre-emptive rights, with preparations for the offering and completion of its requirements to take place beforehand. The disclosures do not set a deadline for completing the issue or registering the increase. The amount of financing the company raises will depend on the number of shares subscribed for and paid up.