Current reports

The Management Board of Apator SA hereby announces that it has received notification from Mariusz Lewicki – Deputy Chairman of the Supervisory Board of Apator SA – regarding the purchase of 10,000 bearer shares in Apator SA on 13 June 2024.

The Management Board of Apator SA hereby announces that it has received notifications from Tadeusz Sosgórnik and Janusz Marzygliński, members of the Supervisory Board of Apator SA, regarding a transaction concluded between them on 11 June 2024 for the purchase and sale of 20,000 registered shares in Apator SA.

Attached is the full text of the notifications:
- from Janusz Marzygliński,
- from Tadeusz Sosgórnik (original notification and correction).

The Management Board of Apator S.A. (the “Issuer” or the “Company”) announces that on 10 June 2024, the Supervisory Board approved the updated development strategy for the Apator Group up to 2028 (“Strategy”), which had been adopted by the Company’s Management Board.

The Strategy responds to the opportunities and challenges posed by the transformation of the electricity, water, heating and gas sectors. The Group intends to capitalise on favourable regulations and EU funding supporting the transformation, digitalisation and development of the energy and water sectors. It also plans to expand its operations into new markets related to distributed power generation and community-based energy (RES, energy communities, industry).

The Group maintains a strong position as a European supplier of smart metering devices and solutions for managing energy, water and heat, and gas distribution networks. At the same time, the Group has defined a mission and vision that reflect the essence and direction of the Group’s development within the framework of the updated strategy:

VISION: The Apator Group is the first choice for providing integrated solutions of the future for the energy and water sectors.

MISSION: The Apator Group creates technologies that support customers in the informed and sustainable management of energy and water resources.

The foundation upon which the Apator Group bases its strategy is its extensive technical expertise in the management of energy and water resources, which is unique on a regional and industry scale. The Group is one of the few entities in Europe to have its own specialised R&D and engineering teams, extensive production facilities, and marketing, sales and service departments working with customers across many market segments. These capabilities enable the Group to provide customers with a comprehensive value chain, ranging from the design, development and manufacture of products (including the production of key electronic components and software) to their delivery to customers in the form of modern solutions, systems and services.

The Apator Group’s value creation model is based on five pillars:
1. Business development within existing business lines (“business-as-usual”) – continuing organic growth within existing products for existing customers.
2. Strategic initiatives within business lines – expanding current product lines into new directions based on existing organisational capabilities, including the exploitation of new sales opportunities.
3. Synergies within the Apator Group – leveraging synergy potential primarily in the areas of sales, production, R&D and administrative processes.
4. Organisational efficiency – further integration of Group processes, including in the area of product development and creation of comprehensive and integrated solutions, centralisation of key processes and resources (“centres of excellence”).
5. Growth through innovation – actively seeking new directions for the development of the market offering which, in the long term, can support further business growth.

The Group identifies the following key strategic opportunities for business development:
1. Electricity Segment:
- distributed micro-energy – energy efficiency in industry, IoT control, energy management,
- multi-scale macro-energy – energy storage and grid stabilisation, increasing system flexibility, integrated management systems.
2. Water and Heat Segment: efficient water resource management, service/billing models, generational shift to ultrasonic devices in Europe.
3. Gas Segment: measurement of hydrogen and biogases.

As part of the updated strategy, the Apator Group plans to achieve the following financial targets by 2028:
1. Achieve an average annual revenue growth rate of between 8% and 10%
2. Increase in EBITDA margin by 5 to 6 percentage points compared to 2023
3. Net debt/EBITDA ratio below 2x
4. CAPEX at 5–7% of revenue

The strategy will be implemented in two phases. In the first phase (a period of approximately two years), the Group will focus on developing group-wide solutions and implementing organisational initiatives. The results of these efforts will be evident in the second phase of the strategy (2026–28) in the form of the achievement of the financial targets defined above.

The drivers of the Group’s revenue growth will be the Electricity and Water and Heat segments, where – alongside the development of existing products – the Group plans to implement new integrated solutions, including in the areas of utilities and water management and RES. The Group will focus on implementing new business models based on modern technological systems and services (XaaS – everything as a service, DaaS – data as a service) and on providing advanced analytics for the effective management of metering data and infrastructure. The Group aims to deliver value to customers by offering comprehensive support for their needs relating to the energy transition, optimisation of energy and water consumption, billing, and the achievement of climate targets.

The Management Board anticipates a significant improvement in EBITDA profitability resulting from organisational initiatives, including: consolidation of procurement processes, increased operational efficiency, production specialisation, and standardisation of administrative processes within shared service centres.

In line with the Management Board’s assumptions, the Group’s capital expenditure will be maintained at 5–7% of the Group’s revenue, 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’s objective is to maintain the LTM DN/EBITDA ratio below 2x.
The strategy is primarily based on organic growth resulting from planned strategic initiatives; however, the Management Board does not rule out M&A to complement its capabilities and capitalise on market opportunities.

It is the Company’s intention to maintain its status as a dividend-paying company. The Management Board of Apator SA declares that it will annually recommend to the general meeting of shareholders the payment of dividends not exceeding 75% of Apator SA’s net profit generated in the previous financial year, taking into account the development prospects, the current and future financial situation of the Apator Group, market conditions and investment plans. In its recommendation to the general meeting of shareholders, the Management Board will, on each occasion, take into account in particular the following significant factors:
- investment needs arising from the implementation of the strategy, including the acquisition policy and available financing methods,
- the Apator Group’s liquidity requirements, depending on current and expected market and regulatory conditions,
- the amount of current and anticipated commercial and financial liabilities, including potential restrictions arising from financing agreements.
The Management Board anticipates the possibility of paying interim dividends.

The strategic assumptions for 2024–2028 published in this current report have been defined in response to the dynamic changes taking place in the market, as well as the emerging opportunities and challenges associated with the transformation of the electricity, water and heat, and gas sectors. In previous years, the Apator Group implemented the strategy published in 2018, subsequently revised in October 2022. The profound changes and disruptions that have occurred in recent years and continue to unfold, including in supply chains, the competitive landscape in markets, and operating costs, have limited the feasibility of implementing the existing strategy in certain areas, resulting in deviations, particularly from the planned trajectory towards the EBITDA target. Improving the profitability of operations is now a key area of focus for the future, which has been addressed in the updated Strategy for 2024–2028, which formally replaces the document from October 2022.

The Issuer notes that, despite exercising due diligence, due to the possibility of unforeseen factors (particularly given the high volatility of the macroeconomic environment) that could significantly affect the targets 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.

The Management Board of Apator SA hereby provides, in the attachment, the text of the draft resolutions and documents that will be considered at the general meeting of shareholders.

Legal basis for the report: Section 19(1)(2) 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.

The Management Board of Apator SA hereby attaches the notice convening the Ordinary General Meeting of Shareholders of Apator SA to be held on 26 June 2024 at 11.00 am, together with the agenda.

Legal basis: Section 19(1)(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.

The Management Board of Apator SA recommends the payment of dividends from the profit for the 2023 financial year amounting to PLN 0.40 gross per share. The total declared dividend amounts to PLN 13.1 million.

An interim dividend of PLN 0.20 gross per share was paid on 21 December 2023 towards the dividends from the profit for 2023. The Management Board proposes to establish the entitlement to the payment of the remaining portion of the dividends to shareholders holding shares in Apator SA on 4 July 2024, and to pay the remaining portion of the dividends in the amount of PLN 0.20 gross per share on 11 July 2024.

The Supervisory Board of Apator SA has given a positive opinion on the recommendation presented, and the final decision regarding the amount of the dividends will be taken by the Ordinary General Meeting of Shareholders of Apator SA, which is scheduled for 26 June 2024.

The Management Board of Apator SA announces that, as a result of unfavourable developments in the UK gas market, GWi Ltd. (“GWi”) has seen a significant deterioration in its business prospects and financial position.

Having analysed this situation in the light of UK law, the Board of Directors of GWi intends to file an application to commence administration proceedings.

In view of the above, the Management Board of Apator SA announces that, as a result of the discontinuation of GWi’s operations, it will recognise appropriate write-downs in the consolidated financial statements for 2023 in the estimated amount of GBP 2 million (approx. PLN 10 million). The impact of GWi’s situation on the Apator Group and the estimated amount of the write-downs are currently the subject of analyses by the auditor.

The Management Board of Apator SA notes that the potential costs associated with the liquidation of GWi are difficult to estimate as at the date of publication of this report, whilst the liabilities arising from the loan taken out by GWi, amounting to GBP 4 million, under a joint credit facility from a multi-purpose agreement with PKO BP SA, remain with the Apator Group and do not affect the consolidated financial statements of the Apator Group. The loan will be repaid by the Apator Group in accordance with the agreement.

The Management Board of Apator SA hereby informs that it has provided information regarding GWi’s situation based on current knowledge, which means that the emergence of other risks cannot be ruled out.

GWi is based in Coventry, UK, and is a wholly-owned subsidiary of Apator Metrix SA.

The Management Board of Apator SA announces that it has today received a letter of resignation from Robert Kowalski, effective 14 May 2024, from his position as a member of the Management Board of Apator SA. The reason for his resignation is his appointment to a position on the Management Board of a State-owned company.

The Management Board of Apator S.A. announces that on 4 March 2024 it was informed that the bid submitted by its subsidiary, Apator Metrix S.A., had been selected as the most advantageous in nine lots forming part of the tender for the supply of bellows-type gas meters to Polska Spółka Gazownictwa Sp. z o.o. The value of the bid is PLN 54.5 million, and delivery will take place within 24 months of the contract being signed.

The tender conditions provide for an option to increase or decrease the order by up to 20%.

As the procedure was conducted as a non-public procurement via an open tender, the Contracting Authority stipulated that no protests or appeals may be lodged. In view of the above, contracts for the individual tasks will be concluded within 30 days of the publication of this report.

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

• from Tadeusz Sosgórnik – Member of the Supervisory Board of Apator SA, regarding the acquisition on 1 March 2024 of 20,000 registered shares in Apator SA,
• from Lexon Sp. z o.o., a person closely associated with Tadeusz Sosgórnik, Member of the Supervisory Board of Apator SA, regarding the sale of a total of 64,531 bearer shares in Apator SA between 29 February 2024 and 1 March 2024.

The full text of the notifications is attached.