Namsen launches mandatory buyout of Kernel minority shareholders’ shares

Namsen Limited, owned by Andrii Verevskyi and the largest shareholder of Kernel Holding, has announced the terms of a mandatory buyout (sell-out) of shares held by minority shareholders. The buyout price will be 19.93 Polish zlotys ($5.04) per share, PAP Biznes reported, citing brokerage firm Q Securities, which is advising on the transaction.

The mandatory buyout covers 14.2 million ordinary shares, representing about 4.83% of the total voting rights at Kernel Holding’s general meeting of shareholders.

Applications to sell shares will be accepted from Aug. 10 through Dec. 29, 2026.

The price of 19.93 zlotys per share was set by Luxembourg’s Commission de Surveillance du Secteur Financier (CSSF) based on two independent valuation reports for the company, according to the announcement.

The buyout will be carried out in five stages, each ending on the 29th day of the respective month. During the first four stages, Namsen Limited plans to acquire at least 2.8 million shares. In the fifth and final stage, ending on Dec. 29, 2026, the company will buy all shares for which sell-out requests have been submitted.

Applications that cannot be fulfilled during a particular stage because the applicable limit has been exceeded will automatically be carried over to the next stage.

Final settlement for the last transaction is scheduled for Jan. 4, 2027.

Priority in the buyout will be given to 14 so-called initiating shareholders, who have already submitted requests to sell 311,570 shares.

The transfer of ownership of the shares will take place outside the regulated market, with settlement through Poland’s National Depository for Securities (KDPW). Payment will be made in Polish zlotys.