Cognor

Cognor Holding S.A. Announces Share Capital Increase and Statute Amendments

Cognor Holding S.A., a leading producer of long steel products in Central Europe, has announced the registration of amendments to its company statute following a resolution passed during the Extraordinary General Meeting on November 20, 2025. The changes, registered by the District Court in Częstochowa on December 30, 2025, include an increase in the company’s share capital through the issuance of new ordinary bearer shares (Series 14) and new registered shares (Series 15). The total share capital now stands at PLN 347,130,994.50, divided into 231,420,663 shares with a nominal value of PLN 1.50 each.

The newly issued shares, Series 14 and Series 15, were introduced with the exclusion of pre-emptive rights for existing shareholders. The company also plans to seek admission and introduction of these shares to trading on the regulated market operated by the Warsaw Stock Exchange. The amendments to the company’s statute reflect the updated share capital structure and the terms of the new share issuance.

This development highlights Cognor’s strategic efforts to strengthen its financial position and support its operations across the steel production value chain, which includes scrap collection, recycling, and steel manufacturing using electric arc furnaces (EAF).

Relevance: The share capital increase and statute amendments are significant for Cognor S.A. as they enhance its financial flexibility, which is critical for sustaining operations in the energy-intensive EAF-based steel production process and navigating market challenges such as energy costs and demand fluctuations in the construction industry.

Cognor Holding S.A. Finalizes Public Offering of New and Existing Shares

Cognor Holding S.A., a leading producer of long steel products in Central Europe, has successfully concluded the accelerated book-building process for its public offering. The offering includes 60 million newly issued shares, priced at PLN 5.00 per share, comprising 51,426,198 ordinary bearer shares (Emission 14) and 8,573,802 registered shares (Emission 15). Additionally, 43,582,938 existing shares owned by PS Holdco sp. z o.o. were sold at the same price. The process was managed by IPOPEMA Securities S.A. and Trigon Dom Maklerski S.A., with the final agreement signed on November 21, 2025.

The successful offering strengthens Cognor's financial position and supports its vertically integrated operations, which span scrap collection, steel production, and rolling into finished products. This development is particularly relevant given the company's high leverage and the importance of liquidity in sustaining its modernized asset base and operations.

Cognor Holding Anticipates Surge in Steel Demand Amid Infrastructure Investments and Defense Spending

Cognor Holding S.A. expects a significant increase in steel demand starting next year, driven by large-scale infrastructure projects and heightened defense spending, according to CEO Przemysław Sztuczkowski. The company has announced plans to improve its financial performance and has initiated a share issuance program to support its growth strategy. These developments align with Cognor's vertically integrated business model, which focuses on producing long steel products for construction and industrial applications.

The anticipated rise in steel demand is attributed to Central Europe's growing investment in infrastructure and defense, sectors that heavily rely on steel products such as rebar and steel sections. Cognor's modernized production facilities and scrap-based steel cycle position the company to capitalize on these market opportunities while maintaining a sustainable production approach.

Relevance: This article is relevant to Cognor S.A.'s business profile as it highlights key market trends in infrastructure and defense spending, which directly impact steel demand, a core driver of the company's operations and profitability.

Cognor Holding S.A. Announces Public Offering of Up to 60 Million New Shares

Cognor Holding S.A., a leading producer of long steel products in Central Europe, has initiated a public offering of up to 60 million new ordinary shares, with a nominal value of PLN 1.50 per share. The offering includes two tranches: up to 51.4 million bearer shares (Series 14) and up to 8.57 million registered shares (Series 15). The offering will be conducted in Poland through an accelerated book-building process, targeting qualified investors and those investing at least EUR 100,000. Additionally, the company’s shareholder, PS Holdco sp. z o.o., will offer up to 43.58 million existing shares for sale. The offering is managed by IPOPEMA Securities S.A. and Trigon Dom Maklerski S.A., with Trigon Investment Banking acting as an intermediary.

The offering aims to raise capital for Cognor’s strategic initiatives while providing existing shareholders with pre-emptive rights to participate. The final share allocation and pricing will be determined based on the book-building process. Lock-up agreements have been established, restricting Cognor and its major shareholder from issuing or selling additional shares for six and twelve months, respectively, following the listing of Series 14 shares on the Warsaw Stock Exchange.

The offering complies with EU and Polish securities regulations and excludes jurisdictions such as the United States, Canada, Japan, and Australia. The proceeds are expected to support Cognor’s ongoing operations and growth plans.

Relevance: This development is significant for Cognor as it aligns with its strategy to strengthen its financial position and fund future investments, ensuring competitiveness in the steel industry.

Cognor Holding S.A. Announces Investment Agreement to Optimize Capital Structure

Cognor Holding S.A., a leading producer of long steel products in Central Europe, has entered into an investment agreement with its majority shareholder, PS Holdco sp. z o.o., to execute a dual public offering strategy. Under the agreement, PS Holdco will sell up to 43,582,938 existing shares in a public offering and reinvest the proceeds to acquire an equal number of newly issued shares from Cognor. Additionally, Cognor plans to issue up to 60,000,000 new shares, which will be offered to selected investors through an accelerated book-building process.

The agreement includes conditions such as the appointment of investment firms to facilitate the offerings and shareholder approval for the issuance of new shares. The structure aims to leverage market conditions to optimize share pricing and ensure reinvestment into the company, maintaining PS Holdco's ownership stake while attracting new investors.

The investment strategy is designed to strengthen Cognor's financial position and support its operations, which include scrap-based steel production and advanced manufacturing facilities across Poland and the Czech Republic.

Relevance: This development is significant for Cognor S.A. as it addresses liquidity risks and enhances its capital structure, ensuring continued investment in its vertically integrated steel production model.

Cognor Holding S.A. Faces Financial Challenges Amid Strategic Investments

Cognor Holding S.A., a leading producer of long steel products in Central Europe, has reported significant financial challenges stemming from its ambitious modernization projects. The company has invested heavily in upgrading its facilities, including the construction of a state-of-the-art rolling mill in Siemianowice Śląskie, valued at over PLN 800 million, and modernization efforts in Gliwice and Kraków, totaling PLN 400 million. These projects, while critical for enhancing production capabilities, have led to extended production downtimes, increased costs, and delays, impacting profitability and cash flow.

For the nine months ending September 30, 2025, Cognor reported a net loss of PLN 47.9 million, a marked improvement compared to the PLN 323 million loss in the same period of 2024. Despite this, the company remains in breach of financial covenants related to debt-to-EBITDA ratios and operational cash flow requirements. Cognor has secured conditional waivers from financial institutions, including Santander Bank and mBank, to address these breaches and ensure continued access to financing.

To mitigate liquidity risks, Cognor plans to raise capital through a potential share issuance and is negotiating the release of the second tranche of its investment loan from Santander Bank, valued at PLN 140 million. The funds will be used to finalize the Siemianowice Śląskie project and stabilize operations.

These developments are critical for Cognor's long-term strategy to maintain its competitive edge in the steel industry, particularly as the EU implements stricter carbon regulations and market protection measures.

Relevance: The article highlights Cognor's strategic investments and financial challenges, which directly impact its vertically integrated business model and ability to adapt to market and regulatory changes in the steel industry.

Cognor S.A. Faces Financial Challenges Amid Major Investments and Covenant Breaches

Cognor S.A., a leading producer of long steel products in Central Europe, has reported significant financial challenges stemming from its ambitious modernization projects. The company has invested heavily in upgrading its facilities, including the construction of a state-of-the-art rolling mill in Siemianowice Śląskie, valued at over PLN 800 million, and modernization of its Kraków and Gliwice plants. However, delays in project timelines and increased costs have impacted production and profitability, leading to covenant breaches in its financial agreements.

As of September 30, 2025, Cognor S.A. remains in breach of several financial covenants, including debt-to-EBITDA and operational cash flow ratios, across agreements with Banco Santander, Alior Bank, mBank, and other financial institutions. Despite these breaches, the company has secured conditional approvals from creditors, ensuring continued access to financing. Cognor is also negotiating the release of the second tranche of its investment loan from Banco Santander, amounting to PLN 140 million, to cover remaining obligations for the Siemianowice Śląskie project. Additionally, Cognor Holding S.A. plans to hold an extraordinary general meeting on November 20, 2025, to discuss a potential capital increase to strengthen liquidity.

While the company has faced setbacks, it has successfully initiated production at its new Siemianowice Śląskie facility, with certifications obtained for several product groups. Cognor remains optimistic about its ability to meet obligations and improve financial stability through ongoing negotiations and operational improvements.

Relevance: This article highlights Cognor S.A.'s financial and operational challenges, which are critical to understanding the company's ability to sustain its vertically integrated business model and maintain its position as a key player in the steel industry in Central Europe.

Cognor Holding S.A. Faces Financial Challenges Amid Production Delays and Covenant Breaches

Cognor Holding S.A., a leading producer of long steel products in Central Europe, reported a net loss of PLN 52.9 million for the first nine months of 2025, compared to a loss of PLN 22.1 million in the same period last year. Revenue declined by 5.8% year-on-year to PLN 1,634.5 million, while operating cash flow dropped significantly to PLN 57.1 million from PLN 246.0 million in 2024. The company’s financial performance was impacted by production delays at key facilities, including the Siemianowice Śląskie rolling mill, which only began operations in September 2025 after significant delays.

Major investments in modernizing production facilities, including the Gliwice steel plant, Kraków rolling mill, and Siemianowice Śląskie rolling mill, exceeded budgets and timelines, further straining financial results. Total debt increased to PLN 645.2 million, with breaches in financial covenants such as debt-to-EBITDA and operational cash flow ratios. Financial institutions have granted conditional waivers for these breaches through 2025, providing temporary relief.

Despite challenges, Cognor remains optimistic about its outlook, citing the ramp-up of the Siemianowice Śląskie rolling mill and a planned capital increase via an extraordinary general meeting on November 20, 2025, as critical steps toward stabilizing operations and improving liquidity.

Relevance: This article highlights key financial and operational developments directly impacting Cognor’s vertically integrated steel production model, including challenges in scrap-based steel production, energy costs, and construction industry demand for steel.

Cognor Holding S.A. Announces Share Capital Increase to Support Growth and Liquidity

Cognor Holding S.A., a leading producer of long steel products in Central Europe, held an Extraordinary General Meeting (EGM) on November 20, 2025, to approve key resolutions aimed at strengthening its financial position and supporting strategic growth initiatives. The meeting, held at the company’s headquarters in Poraj, Poland, resulted in the adoption of several significant decisions.

Key Resolutions Adopted

• Increase in Share Capital: The EGM approved an increase in the company’s share capital by up to PLN 90,000,000 through the issuance of up to 51,426,198 ordinary bearer shares (Series 14) and 8,573,802 ordinary registered shares (Series 15), each with a nominal value of PLN 1.50.
• Exclusion of Pre-Emptive Rights: Existing shareholders’ pre-emptive rights were excluded to facilitate a private placement targeting qualified investors and those subscribing for shares worth at least EUR 100,000 each.
• Use of Proceeds: Funds raised will be allocated to improve liquidity and support the company’s growth and development.
• Amendments to Articles of Association: The company’s share capital range was updated to reflect the potential increase, with a new minimum of PLN 257,130,996.00 and a maximum of PLN 347,130,994.50.

Details of the Share Issuance

• Subscription Deadline: Share subscription agreements must be concluded by December 31, 2025.
• Dividend Participation: New shares will participate in dividends starting from January 1, 2025.
• Trading: Series 14 shares and rights to Series 14 shares will be listed on the Warsaw Stock Exchange (WSE), while Series 15 shares will require conversion to bearer shares before listing.

Strategic Rationale

The resolutions aim to expedite the capital-raising process, minimize costs associated with issuing a prospectus, and attract new investors. This move is expected to strengthen Cognor’s financial position and support its strategic objectives, including investments in modernizing its production facilities and enhancing operational efficiency.

Relevance to Cognor S.A.

This development is highly relevant to Cognor S.A.’s business profile as it directly impacts the company’s liquidity and ability to fund its vertically integrated operations, including scrap-based steel production and infrastructure investments. However the issuance of new shares will dilute the ownership stake of minority investors.

Global Steel Demand Faces Challenges Amid High Costs and Geopolitical Uncertainty

Global steel consumption has been under pressure due to slowing activity in key end-user sectors, high interest rates in the EU and US, geopolitical instability, and intense competition from China, according to industry experts at the Kallanish Global Flat Steel 2025 conference in Istanbul. Alessandro Sciamarelli, Eurofer’s director of economic and market analysis, highlighted that trade barriers and tariff-related disruptions have not led to significant relocation of steel-consuming industries, as such processes require substantial time and investment.

Experts also pointed to high production costs, global trade uncertainties, and import pressures as ongoing challenges for the steel sector. The implementation of the EU’s Carbon Border Adjustment Mechanism (CBAM) is expected to impact steel exports to Europe, particularly from countries like Turkey, which currently lack a national carbon pricing system aligned with EU standards. Turkish steel producers expressed concerns over the potential reduction in shipments to the EU due to CBAM, emphasizing the need for clarity on its calculation and implications.

Industry leaders stressed the importance of maintaining strong supply chains in Europe, particularly in sectors like automotive and construction, which are critical consumers of steel. However, no immediate improvement in steel demand is anticipated, given the current economic and geopolitical landscape.

Relevance to Cognor S.A.: The article is relevant to Cognor S.A. as it highlights key factors affecting the steel industry, including CBAM implementation, global trade pressures, and demand trends in construction and automotive sectors, all of which directly impact Cognor’s operations and market positioning in Central Europe.

European Steel Sector Faces Challenges Amid Market Uncertainty and Regulatory Changes

The European steel distribution sector is grappling with a challenging outlook as market conditions tighten, according to industry experts at the Kallanish Global Flat Steel 2025 conference in Istanbul. Declining profit margins, reduced inventories, and regulatory uncertainties are key concerns for distributors. Mario Borsese, general director of Trasteel International, highlighted that steel prices and margins are expected to decline in early 2024, while distributors must remain competitive and deliver quality products.

Experts noted that the ongoing Russia-Ukraine conflict has eroded market confidence, further limiting activity and inventory levels. Steven Vercammen of McKinsey emphasized the importance of aligning cost structures with EU trade policies, including the Carbon Border Adjustment Mechanism (CBAM), to maintain competitiveness. Meanwhile, Chinese steel producers are sacrificing profits to sustain export volumes, despite facing numerous anti-dumping cases globally. European steel prices are anticipated to rise in the long term, although short-term pressures persist due to position cargoes.

Jérôme Waterkeyn, CEO of SteelForce Group, pointed out that CBAM is creating inflationary pressures in Europe and deterring investment in the region. He also noted growing demand in African and Latin American markets, as well as robust performance in India, where mills are achieving higher profit margins compared to their Chinese counterparts.

Relevance to Cognor S.A.: The article is relevant to Cognor S.A. as it highlights key factors impacting the steel industry, including CBAM implementation, market demand trends, and the competitive landscape, all of which directly influence Cognor's operations and strategic positioning in Central Europe.

Polish Steel Prices Remain Stable Amid Weak Demand and Regulatory Uncertainty

Steel rebar and wire rod prices in Poland remained stable in the week leading up to October 17, reflecting ongoing weak demand and the impact of cheap imports. According to market sources, estimations for wire rod prices were around 2,580-2,650 zloty ($711-730) per tonne CPT, unchanged since mid-August. Similarly, rebar prices hovered at 2,420-2,450 zloty per tonne CPT, maintaining levels seen since early October.

Market stagnation has been attributed to sluggish activity in the construction sector, high energy costs, and regulatory uncertainty. However, the EU’s Carbon Border Adjustment Mechanism (CBAM), set to take effect in early 2026, is expected to provide upward pressure on prices in the future. Additionally, some rebar imports from Ukraine were reported at approximately €525 ($611) per tonne, DAP border.

Relevance to Cognor S.A.: The article is relevant to Cognor S.A. as it highlights market conditions affecting steel prices, demand in the construction sector, and the potential impact of CBAM, all of which are critical to the company’s operations and profitability as a leading steel producer in Central Europe.

EU Steel Market Faces Structural Shifts Amid CBAM and Import Restrictions

The European steel market is undergoing significant changes as the European Commission introduces new trade policies, including the Carbon Border Adjustment Mechanism (CBAM) and revised import quotas. CBAM, set to take effect on January 1, 2026, will impose additional costs of £30-130/mt on steel imports based on their carbon intensity, while the revised safeguard system will limit tariff-free imports to 18.3 million mt annually and increase out-of-quota tariffs from 25% to 50%. These measures aim to protect domestic producers and encourage decarbonization investments.

Surplus steel from global suppliers, driven by US protectionist measures, has flooded the European market, forcing mills to cut prices to maintain market share. However, reshoring trends and reduced reliance on Asian imports are expected to tighten supply and shift pricing power to domestic producers by 2026. Analysts forecast sharp price increases, with EU and UK steel prices potentially rising by £80/mt in the short term and exceeding £200/mt in the longer term. The measures are expected to reshape the market dynamics, with local sourcing gaining momentum as buyers seek to avoid CBAM-related costs.

Existing safeguard measures are set to expire on June 30, 2026, but the European Commission plans to implement new rules earlier, pending legislative and WTO approval. The UK is expected to align its policies with the EU, further reinforcing the shift toward domestic production and decarbonization efforts.

Relevance to Cognor S.A.: These developments are highly relevant to Cognor S.A., as the company operates within the EU steel market and relies on scrap-based EAF production, which aligns with the CBAM's focus on reducing carbon emissions. The new policies could enhance Cognor's competitiveness by favoring low-carbon domestic producers.