Current reports

With reference to Report No. 53/2022, the Management Board of Apator S.A. announces that on 21 November 2022 the Company entered into a contract with Energa-Operator SA ("EOP") for the supply of single-phase and three-phase electricity meters with PLC PRIME communication, together with backup communication modems.

The value of the contract for Apator S.A. under the main order amounts to PLN 63.3 million. The contracting authority may exercise an option, in which case the value of the contract may increase to approximately PLN 76 million.

Deliveries will be made within 24 months of the date of contract conclusion.

In accordance with the provisions of the contract, EOP is entitled to impose contractual penalties, in particular for delays in the delivery of batches of equipment or for failure to rectify defects within the warranty period. However, the terms of the contract, including provisions regarding penalties, obligations and warranties, do not differ from the standard terms previously applied in this type of contract with EOP.​

Legal basis: Article 17(1) of the MAR

The Management Board of Apator SA hereby announces that it has been informed that, on 14 November 2022, the District Court in Toruń, 7th Commercial Division of the National Court Register, registered amendments to the Articles of Association of Apator SA.

The amendments to the Articles of Association were made pursuant to Resolutions No. 28/VI/2022 and 29/VI/2022 of the Ordinary General Meeting of Shareholders of Apator SA held on 28 June 2022 and concern:

1. a reduction in the share capital of Apator SA in connection with:

• the cancellation of 130,155 bearer shares, conferring the right to 130,155 votes at the AGM, acquired under the share buy-back programme,
• the conversion of 4,510 registered shares into bearer shares at the request of a shareholder of the company, which was carried out on 31 January 2022 and as a result of which the number of registered and bearer shares changed.

2. a change concerning the extension of the range of possible locations where the Company may hold the AGM,

3. changes to the method of calculating the terms of office of members of the Supervisory Board and the Management Board of the Company.

The Company’s current share capital amounts to PLN 3,264,707.30 (three million two hundred and sixty-four thousand seven hundred and seven zlotys 30/100) and is divided into:

• 7,332,491 (seven million three hundred and thirty-two thousand four hundred and ninety-one) registered shares of series A and
• 25,314,582 (twenty-five million three hundred and fourteen thousand five hundred and eighty-two) bearer shares of series A, B and C with a nominal value of PLN 0.10 (ten groszy) each.

The total number of votes at the general meeting of shareholders resulting from all issued shares currently stands at 54,644,546.

The Issuer hereby provides the following:

• the text of the new provisions of the Articles of Association,
• the consolidated text of the Articles of Association adopted by Resolution No. 30/VI/2022 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2022.

Legal basis:

§ 5(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state.

Further to Current Report No. 48/2022, the Management Board of Apator S.A. announces that on 14 November 2022 it entered into two contracts with PGE Dystrybucja S.A. for the “Supply of electricity metering equipment – static prepayment meters”.

The total value of these contracts is PLN 19 million, of which the base offer is worth PLN 12 million and the option PLN 7 million.

The contract is expected to be completed within 18 months of the date of signing the agreement.

Legal basis: Article 17(1) – MAR Regulation

The Management Board announces that Apator S.A.’s bid has been selected as the most advantageous for Lot 1 in the tender procedure launched by Energa Operator S.A. for the supply of electricity meters with PLC PRIME communication, together with backup communication modems.

The tender conditions stipulated that a single contractor could be awarded a contract for only one part of the tender.

The value of the bid for Apator S.A. under the main contract is PLN 63.3 million. The contracting authority may exercise an option, in which case the value of the bid may increase to approximately PLN 76 million.

Deliveries will be made within 24 months of the contract being signed. Tender participants have the right to appeal against the tender results, in accordance with the rules of Energa Operator SA. The contract is expected to be signed after any appeals have been considered.

The Issuer will announce the conclusion of the contract in question in a separate current report.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA hereby announces that it has received a corrected notification of the transaction. The correction relates to a clerical error whereby Mr T. Sosgórnik was listed as the purchaser instead of an entity closely associated with him – Lexon Sp. z o.o.

The corrected text of the report is as follows:

The Management Board of Apator SA hereby announces that it has received the following notifications of transactions:

• the acquisition by Lexon Sp. z o.o. of 51,860 bearer shares in Apator SA from Technoplics Limited on 12 October 2022 (both entities closely associated with Supervisory Board member Mr Tadeusz Sosgórnik),
• the acquisition by Mr Tadeusz Sosgórnik, a Member of the Supervisory Board, of 16,398 registered shares in Apator SA from Mr Janusz Marzygliński, a Member of the Supervisory Board, on 17 October 2022,

Attached is the full text of the final notifications:

1) from Lexon Sp. z o.o. as the purchaser,

2) from Technoplics Limited as the seller,

3) from Mr Tadeusz Sosgórnik as the purchaser,

4) from Mr Janusz Marzygliński as the vendor.

The Management Board of Apator SA hereby announces that it has received the following notifications of transactions:

• the acquisition by Tadeusz Sosgórnik, a member of the Supervisory Board, of 51,860 bearer shares in Apator SA from Technoplics Limited (i.e. from a closely related entity) on 12 October 2022,
• the acquisition by Tadeusz Sosgórnik, a member of the Supervisory Board, of 16,398 registered shares in Apator SA from Janusz Marzygliński, a member of the Supervisory Board, on 17 October 2022,

Please find the full text of the notifications attached:

1) from Mr Tadeusz Sosgórnik as purchaser from Technoplics Limited,

2) from Mr Tadeusz Sosgórnik as purchaser from Mr Janusz Marzygliński,

3) from Technoplics Limited as the seller,

4) from Mr Janusz Marzygliński as the seller.

The Management Board of Apator S.A. (“the Company”) announces that on 11 October 2022, the Company’s Supervisory Board approved the “Update to the Apator Group’s Strategy up to 2025”, which had been adopted by the Company’s Management Board.

The Apator Group’s ambition remains unchanged: to maintain its position as a European leader in the provision of hardware and software solutions for Smart Metering and Energy Management. Apator also maintains its existing development directions in the field of solutions enabling the effective management of natural resources and supporting innovative energy companies in tackling the challenges associated with the energy transition.

The Apator Group’s mission is to promote advanced technologies among a wider audience, including not only utilities but also businesses and the general public. The Apator Group aims to create tomorrow’s solutions for active and conscious market participants who care about the environment, the planet and future generations, supporting them in the independent production, management and sharing of green energy, as well as in the conservation of natural resources.

In the face of growing challenges related to climate change, the energy crisis and the need to accelerate the energy transition, supported by European Union policies and funding programmes, the Apator Group identifies the following strategic opportunities for business development:

1. Continuation of organic development through the maintenance and continuous development of high technical expertise in the provision of the following solutions:

• smart metering (smart electricity meters, smart gas meters, water meters and heat meters),
• ultrasonic technologies for water metering,
• specialist switchgear, services and products in the field of automation and telemechanics for existing customers (mainly utilities),
• comprehensive solutions for managing utilities, resources and processes for a wider group of business customers, including those outside the energy sector, i.e. small and medium-sized enterprises, industry and local government bodies, for whom the Group is preparing a dedicated range of its traditional products.

2. Development of a new portfolio of solutions for distributed power generation, electromobility and RES, including:

• energy storage facilities,
• EV charging stations,
• Grid Edge solutions: systems, next-generation meters and controllers supporting energy self-consumption and energy efficiency management, including for residential customers.

3. New areas of activity in the Gas segment, coordinated with development in the Electricity segment – expansion of the product range in the HVAC sector, including solutions for hybrid homes in the field of efficient heating, air conditioning and ventilation.

4. Development of a comprehensive range of solutions for water consumption management and conservation, including:

• construction of meter reading networks and provision of remote meter reading services based on a wide range of communication technologies,
• billing services,
• remote leak detection systems and autonomous water loss prevention systems.

As part of its updated strategy, the Apator Group plans to achieve the following financial targets:

• Consolidated sales revenue of PLN 1.4 billion in 2025
• Consolidated EBITDA of approximately PLN 200 million in 2025
  

In accordance with the Company’s Management Board’s assumptions, the Group’s capital expenditure will be maintained at its current level relative to annual revenue (i.e. 5–7%), and a significant portion of investment funds will be allocated to the development of new technologies and products, as well as investments in maintaining modern production capacity.

The Management Board has set a target ratio of consolidated net financial debt to consolidated EBITDA at below 2x, subject to the proviso that over the next 3–4 quarters, the debt-to-EBITDA ratio may temporarily remain at a higher level. The assumed target level of EBITDA profitability and the impact of new product initiatives will enable the Company to achieve sustainable growth and continue its dividend policy.

A key element of implementing the updated Strategy is also the further consolidation of the organisation and the adaptation of the Apator Group’s structure to the business environment and the effective implementation of new strategic directions. These objectives will be achieved in stages, taking into account the business diversity of the individual Apator Group companies.

The Company’s Management Board notes that, despite exercising due diligence, due to the possibility of external factors arising (particularly given the high unpredictability of the macroeconomic environment) that could significantly affect the objectives set out in the strategy, they cannot be treated as operational or financial forecasts, but merely as measures of the strategy’s implementation, which the Company will strive to achieve during the term of the updated strategy.

Legal basis:

Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The Management Board of Apator SA announces that, following the completion of analyses of the main indicators suggesting a possible impairment of the carrying amount of the Apator Group’s (“the Group”) non-current assets, on 11 October 2022 a decision was taken to recognise an impairment loss on capitalised development costs disclosed in the Group’s consolidated balance sheet, relating to the CT/VT subsidiary George Wilson Industries Ltd (“GWi”) based in the United Kingdom, in accordance with the provisions of IAS 36 “Impairment of Assets”.

The write-down relates to the revision of the financial projections prepared for GWi, which have been affected by changes in the macroeconomic environment, including the effects of the pandemic, the impact of the war in Ukraine on the development of the gas metering sector, lower margins and current and planned volumes of products sold, as well as a review of the strategic plans concerning GWi. The write-down relates entirely to the Gas segment of the Apator Group.

The Management Board of Apator SA estimates the impact on the Apator Group’s consolidated result at GBP 1,976,000, i.e. approximately PLN 11 million according to the average exchange rate of the National Bank of Poland (NBP) as at 10 October 2022. This amount will be included in the Apator Group’s consolidated financial statements for the third quarter of 2022 under ‘other operating costs’. The Management Board of Apator SA notes that the above write-down for the impairment of the carrying amount of assets is non-cash in nature.

The Company notes that the figures presented above are estimates and may differ from the results to be published in the 2022 financial report, audited by an auditor.

The Management Board of Apator SA hereby announces that it has received notifications from members of the Supervisory Board of Apator SA, Janusz Marzygliński and Tadeusz Sosgórnik, concerning the following transactions:

• the purchase and sale of 50,000 registered shares of Apator SA between Tadeusz Sosgórnik and Janusz Marzygliński on 19 September 2022,
• the sale by Tadeusz Sosgórnik of 8,936 bearer shares of Apator SA between 15 September and 19 September 2022.

The full text of the notifications is attached.

The Management Board announces that Apator S.A.’s tender has been selected as the most advantageous for Lot 1 and Lot 2 in the tender procedure launched by PGE Dystrybucja S.A. Łódź Branch for the “Supply of electricity metering equipment – static prepayment meters” under a single-source procurement procedure in accordance with the Public Procurement Law.

Apator S.A. will supply electricity meters capable of measuring energy in either prepaid or credit mode, additionally equipped with a communication module using LTE 450 technology, enabling remote meter reading.

The total value of the tender for both Lots is PLN 19 million, of which the base tender is worth PLN 12 million and the option PLN 7 million.

Deliveries under the basic contract will take place within 18 months of the contract being signed.

The Issuer will announce the conclusion of this contract in a separate current report.

Legal basis: Article 17(1) – MAR Regulation