The Offering will consist exclusively of existing shares. The main offering (the “Main Offering”) may include up to 20,000,000 existing series B ordinary shares, representing up to 50% of the Company’s share capital, belonging to the Selling Shareholder, Polish Enterprise Fund VII (indirectly, via DHH S.à r.l., registered in Luxembourg), managed by Enterprise Investors. Additionally, the Selling Shareholder may offer up to a further 4,000,000 existing series B ordinary shares representing up to 10% of the Company’s share capital (“Additional Offer Shares”). Thus, on the basis of the Prospectus, the Selling Shareholder will offer in total up to 24,000,000 existing series B ordinary shares, representing up to 60% of the Company’s share capital.
In light of its business model enabling the Company to generate large positive operating cash flows with limited need for capital expenditures, the Company does not plan to increase its share capital in order to raise additional funds in the Offering.
The maximum price has been set at PLN 15,00 per share, which means that the value of the public offering may be up to PLN 360 million.
The Offering is addressed to individual and institutional investors in Poland and selected international institutional investors outside of the United States of America in reliance on Regulation S (“Regulation S”) under the US Securities Act of 1933 (the “US Securities Act”).
The bookbuilding process among Institutional Investors will occur between 12–24 April 2018. Pekao Investment Banking S.A. will act as Global Coordinator, Joint Bookrunner and Offering Agent. mBank S.A. and Wood & Company Financial Services, a.s. S.A. (Oddział w Polsce) will act as Joint Bookrunners.
The Selling Shareholder’s intention is to offer Individual Investors up to 10% of the Main Offering, and in the case of offering Additional Offer Shares, up to 10% of the Offer Shares.
The shares belonging to the Selling Shareholder will be subject to a lock-up obligation not to sell the shares for a period of 360 days from the first listing of the Company’s shares on the WSE. The Company also undertakes not to conduct any new issue of shares for a period of 360 days. The members of the Company’s Management Board undertake not to sell the shares they take up immediately after the IPO under the incentive program, for a period of 720 days.
The Company’s shares will be listed on the regulated (main) market of the WSE.